TERMS OF SERVICE FOR VITALITY RX

Vitality Rx, Inc. (“Vitality Rx”) and its predecessors, licensors, beneficiaries, its affiliated Medical Practice entities, (collectively, the “Companies”, “we”, or “us”) welcome you to our propriety software platform called “Vitality Rx” (or the “Application”).  By using the platform, and by receiving services via our Website (if applicable) (“Services”), you agree to be bound by the terms of service set out below (the “Agreement”).  

 If you do not agree to all of the terms of this Agreement, do not use the our Services.  The Companies may revise and update this Agreement at any time.  Your continued use of our Services will mean you accept the revised Agreement. 

  1. Our Services; Registration.   

We are excited to bring you an innovative platform that permits you to select and transmit a request for services to professional medical practices, including Wdowin Naturopathic, Inc. ( a “Medical Practice”) that provide non-emergency general adult healthcare services in the comfort and convenience of a patient’s home, office, or workplace (“House Calls”).  Vitality Rx is a technology information service provider that owns the platform, which is  licensed to the Medical Practices, and does not refer or recommend any Physician or Medical Practice.  Rather, the Application is a platform that allows you to transmit a request for a House Call to a Medical Practice, and provides the capability for the Medical Practice to respond and schedule a House Call for you.  Upon a request for a House Call from a Medical Practice, at your direction, the Application will transmit your request to the Medical Practice that you select, including your location, which will be used to determine whether the Medical Practice provides services in your area.  Upon providing certain relevant information to a Medical Practice through the platform, if a Nurse Practitioner licensed to practice medicine in the applicable jurisdiction working with the Medical Practice (“Physician”) are available, the Medical Practice will then choose whether or not to dispatch a Nurse Practitioner to your location; provided, however, that the Nurse Practitioner may, in his or her best judgment, based on information received prior to the House Call or during the House Call, determine that he or she is unable to provide treatment.  The Physicians and Nurse Practitioners are sometimes referred to herein as “Health Care Professionals.”  

Unless explicitly stated otherwise, any new features that augment or enhance the current Services shall be subject to this Agreement.  You are responsible for all equipment necessary to access the platform.

The Medical Practice that licenses the Application currently charges on a fee-for-service basis in connection with providing a House Call (“Fee”).  

In order to obtain our Services you must provide us with certain personal information and register for an account.  We respect your privacy and a complete statement of our current privacy policy can be found here (“Privacy Policy”) Our Privacy Policy is expressly incorporated into this Agreement by this reference.

It is imperative that you provide accurate and truthful information during the registration process.  By submitting the registration information requested you represent and warrant to us that all of the personal information you provide during this process is true and correct.  We reserve the right to refuse or cancel your registration or your use of the Application and/or the Services if we determine that you have not provided complete and accurate information regarding your identity and/or have otherwise not provided accurate information.

You also agree that you will not choose or use a user name that: (i) belongs to another person or is used with the intent of impersonating another person; or (ii) is subject to any rights of a person other than you without appropriate authorization.  You may never use another person’s log in details to access the Application and/or Services.

  1. Eligibility. 

You must be 18 years of age or older to use the platform.  You understand that there may be no Medical Practice or Health Care Professionals in your area and we cannot guarantee that Health Care Professionals will be available to provide House Calls in your area.  By using the Application and requesting a House Call you represent that you are at least 18 years of age.

You must notify us immediately of any change in your eligibility to use the Services including any breach of security or unauthorized use of your registration with Vitality Rx.

  1. Medical Practices.

Thorough background checks are conducted on the Nurse Practitioners that provide House Calls, and all Physicians are licensed and in current good standing with the applicable state licensing agency.

Employees of Vitality Rx do not provide health care services and take no part in your medical diagnosis and/or treatment.  Vitality Rx shall not be liable for any professional advice from a Health Care professional that is provided to a user in-person or via telephone, nor for any information obtained on our platform.  Vitality Rx does not recommend or endorse any specific tests, health care or service providers, medications, products or procedures.  You acknowledge that your reliance on the health care provider or information provided by such health care provider to you is solely at your own risk and you assume full responsibility for all risk associated therewith, as allowable by the extent of the law.

Consult with your current licensed health care provider as necessary and before seeking any new treatment or before you alter, suspend or initiate any change in your medical treatment, medication routine or health care related procedure or activity.  Do not disregard medical advice issued to you by your regular licensed health care provider.

You will be required to enter into separate agreements with the Medical Practice providing you with medical services (“Physician Agreements”).  Physician Agreements may include, but are not limited to, information regarding the services, payment requirements, assignment of benefits, and indemnification provisions.  

  1. IMPORTANT HEALTH AND MEDICAL NOTICES AND DISCLAIMERS.

IF YOU REQUEST TO BE CONNECTED WITH A NURSE PRACTITIONER, AN ELECTRONIC SERVICE REQUEST NOTIFICATION WILL BE SENT TO A NURSE PRACTITIONER.  IF THERE IS AN AVAILABLE NURSE PRACTITIONER, AN IN-PERSON MEETING BETWEEN YOU AND A LICENSED NURSE PRACTITIONER, AT A LOCATION OF YOUR CHOOSING MAY OCCUR.  WITH RESPECT TO THE PROVISION OF HOUSE CALLS, THE PLATFORM IS EXCLUSIVELY FOR ACCOUNT MANAGEMENT AND TO PROVIDE YOU WITH THE ABILITY TO TRANSMIT A REQUEST TO A MEDICAL PRACTICE THAT PROVIDES SERVICE IN YOUR AREA.  NO MEDICAL CARE OR ADVICE SHALL BE PROVIDED DIRECTLY TO YOU FROM OUR PLATFORM.  A REPORT OF YOUR SYMPTOMS WILL BE CONVEYED TO THE MEDICAL PRACTICE AND HEALTH CARE PROFESSIONALS.

BY USING OUR SERVICES YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT VITALITY RX IS NOT A MEDICAL ORGANIZATION OR HOSPITAL, OR STAFFED BY MEDICALLY TRAINED PERSONNEL. PLEASE NOTE THAT VITALITY RX'S EMPLOYEES CANNOT PROVIDE YOU WITH MEDICAL ADVICE AND NOTHING THAT YOU MAY READ IN OR THROUGH THE USE OF THIS WEBSITE OR OUR SERVICES SHOULD BE CONSTRUED AS MEDICAL ADVICE.  ALTHOUGH A  MEDICAL PRACTICE AND ITS INDEPENDENT CONTRACTORS AND EMPLOYEES MAKE AN EFFORT TO PROVIDE QUALITY INFORMATION TO YOU, HEAL EXPRESSLY DISCLAIMS ANY IMPLIED GUARANTEE OR WARRANTY REGARDING THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELEVANCE OF ANY INFORMATION PROVIDED THROUGH THE APPLICATION, OR THE SERVICES OF HEALTH CARE PROFESSIONALS SENT TO YOU OR ANY MEMBER OF YOUR FAMILY THROUGH THE WEBSITE.

     5. Additional Services and Terms.  

Some of the Services we offer may be subject to additional terms and conditions.  Your use of such Services is subject to those additional terms and conditions, which will be provided to you before the affected Services are provided.  Any such additional terms and conditions are incorporated into this Agreement by reference.

  1. Charges; Credit Card Billing; Additional Purchases.  

There is currently no charge to register for an account.  However, in the future there may be charges for certain Services. In the future we may ask for payment information from you directly and you will have the option to continue with Services or decline them at that time.    

  1. Cancellations.  

If you choose to cancel your registration, all you have to do is email betty@vitalityrx.com.  Vitality Rx reserves the right, at its sole discretion, to reject users of its Services and Application, to the extent permitted by law.  

  1. Account Security.


You are responsible for maintaining the confidentiality of your username and password that you designate during the registration process and you are fully responsible for all activities that occur under your username and password.  You shall immediately notify us of any unauthorized use of your username or password or any other breach of security.  We will not be liable for any loss or damage arising from your failure to comply with this provision.  You should use particular caution when accessing your account from a public or shared computer or using unencrypted email to discuss private matters with a Vitality Rx representative or any Health Care Professional, so that others are not able to view, record or intercept your password or other personal information.  You have been informed of the risks of transmitting your personal information by an unsecured means.

Once it is received, your personal information and that of any minor for whom you are responsible is kept secure by us, in accordance with applicable law.

  1. License and Limitations on Use.

We grant to you a limited, personal, non-exclusive and non-transferable right and license to use the platform.  Unless otherwise specified in writing, the platform is for your personal and non-commercial use.  The platform, including, without limitation, the content, metadata, design, organization, compilation, look and feel, the fitness and nutrition plans, the source, object and HTML code and all other protectable intellectual property available through the Services and/or comprising the platform (the “Proprietary Materials”) are the property of Vitality Rx or the property of the Medical Company and are protected by copyright and other intellectual property laws.   All rights regarding the Proprietary Materials not expressly granted in this Agreement are reserved by Vitality Rx.  Unless you have our written consent, you may not copy, reproduce, sell, publish, distribute, display, retransmit or otherwise provide access to the Proprietary Materials to anyone.  You agree not to rearrange, modify, create derivative works using or reverse engineer the Proprietary Materials.  You agree not to create, scrape or display our content for any purpose.  You agree not to post any content from the platform to weblogs, news groups, mail lists or electronic bulletin boards, without our written consent.

By using the Application or the Services, you agree that your use:

  • Will be for lawful purposes only and never for sending or storing unlawful material or use for fraudulent purposes;
  • Will not cause nuisance, annoyance, disruption, or inconvenience to any Heal representatives, or Health Care Professionals;
  • Will not impair the proper operation of the network;
  • Will only be through access points or wireless data account (AP) which you are authorized to use; and
  • May involve standard messaging charges by your wireless provider.
  1. Notice for Claims of Copyright Violations.

 
If you believe that your work has been copied and posted on our website in a way that constitutes copyright infringement, you should provide our Copyright Agent with a written notice that sets forth the infringement details.  To be effective, the notice must contain the following information:

Please provide:

  1. a description of the copyrighted work that you believe has been infringed;
  2. a description of the material that you claim is infringing the copyrighted work identified in #1, and a detailed description of where it is located on our Application;
  3. your address, telephone number, and email address;
  4. a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  5. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.

Please send the written communication to our Copyright Agent at the following address:

Betty@Vitalityrx.com

We reserve the right, in appropriate circumstances and at our discretion, to terminate the privileges of any account holder who repeatedly infringes the copyrights or other intellectual property rights of others.

  1. User Conduct.


We reserve the right to terminate your account if you misuse the platform, our Services or our website, or if you violate this Agreement including, without limitation, the following rules of conduct:

You may not:

  • Upload, post, or transmit to any Medical Practice or Health Care Professionals by any means, or otherwise make available any content or materials that are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
  • Impersonate any person or entity, including another user of our Services, a Health Care Professional, or an employee of Heal, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • Forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted;
  • Upload, post, email, or otherwise transmit through the Application by any means, content, materials, or comments that could be characterized as “medical advice;”
  • Attempt to interfere with or disrupt our servers or networks;
  • Intentionally or unintentionally violate any applicable local, state, national or international law or any regulations having the force of law;
  • Stalk or otherwise harass another user of our Services or any of our employees, or any independent Medical Practice or Health Care Professionals;
  • Solicit, collect or post personal data or attempt to solicit, collect or post personal data about other users,  including user names or passwords; or access or attempt to access another user’s account without his or her consent or, in the case of a minor,  that of the minor’s parent or guardian or other responsible adult.
  1. DISCLAIMERS OF WARRANTIES. 

YOU USE THE PLATFORM, THE SERVICES AND OUR WEBSITE AT YOUR OWN RISK.  YOU FURTHER ACKNOWLEDGE THAT ANY HOUSE CALL THAT YOU SCHEDULE VIA THE APPLICATION IS AT YOUR OWN RISK.  WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, TIMELINESS OR EFFICACY OF THE CONTENT OF THE APPLICATION, AND ASSUME NO LIABILITY OR RESPONSIBILITY TO YOU OR ANY MINOR FOR WHOM YOU ARE RESPONSIBLE FOR ANY ERRORS, MISTAKES, OR INACCURACIES IN SUCH CONTENT OR IN THE SERVICES PROVIDED BY US, INCLUDING THE SERVICES, INFORMATION AND ADVICE PROVIDED BY A MEDICAL PRACTICE OR HEALTH CARE PROFESSIONAL OR THROUGH OUR WEBSITE.  YOU AGREE THAT YOUR ACCESS TO, AND USE OF OUR WEBSITE, ANY MEDICAL PRACTICE AND HEALTH CARE PROFESSIONALS AND THE CONTENT AND SERVICES AVAILABLE THROUGH THE FOREGOING IS ON AN “AS-IS”, “AS AVAILABLE” BASIS AND WE SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS, OFFERINGS, CONTENT, AND MATERIALS AVAILABLE THROUGH OUR WEBSITE, INCLUDING WITHOUT LIMITATION THE AVAILABILITY, USE, OR RESULTS OF SERVICES PROVIDED BY ANY MEDICAL PRACTICE AND HEALTH CARE PROFESSIONALS.  IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN OUR LIABILITY AND RESPONSIBILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW.

  1. LIMITATION OF LIABILITY.  

YOU ACKNOWLEDGE AND AGREE THAT WE SHALL NOT BE LIABLE TO YOU OR ANY MINOR FOR WHOM YOU ARE RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (A) THE USE OR THE INABILITY TO USE THE APPLICATION, SERVICES OR WEBSITE; (B) THE USE OF ANY CONTENT OR OTHER MATERIAL ON OR THROUGH THE APPLICATION, SERVICES OR WEBSITE OR ANY WEBSITES LINKED TO THE APPLICATION OR WEBSITE; (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SITE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES OR WEBSITE; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS, SERVICES OR CONDUCT OF ANY THIRD PARTY ON OR THROUGH THE PLATFORM; OR (F) ANY OTHER MATTER RELATING TO THE APPLICATION, SERVICES OR THE WEBSITE.  IN NO EVENT SHALL THE COMPANIES’ TOTAL LIABILITY TO YOU OR ANY MINOR FOR WHOM YOU ARE RESPONSIBLE FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT – INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE – OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU TO THE COMPANIES.  IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, THE COMPANIES’ LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW.

  1. DISCLAIMERS REGARDING MEDICAL PRACTICE AND HEALTH CARE PROFESSIONALS.

ANY STATEMENTS, PROGRAMS, OPINIONS, OR OTHER INFORMATION THAT MAY BE PROVIDED TO YOU BY A MEDICAL PRACTICE OR HEALTH CARE PROFESSIONAL ARE SOLELY ATTRIBUTABLE TO THE MEDICAL PRACTICE OR HEALTH CARE PROFESSIONAL AND NOT VITALITY RX.  RELIANCE ON ANY INFORMATION PROVIDED BY ANY MEDICAL PRACTICE OR HEALTH CARE PROFESSIONAL ON OR THROUGH THE SERVICES OR OUR WEBSITE IS SOLELY AT YOUR OWN RISK.  VITALITY RX MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT, ABILITY OR THE EFFICACY, ACCURACY, COMPLETENESS, TIMELINESS OR RELEVANCE OF THE INFORMATION PROVIDED BY ANY MEDICAL PRACTICE OR HEALTH CARE PROFESSIONAL AND/OR THE SERVICES PROVIDED BY SAID MEDICAL PRACTICE OR HEALTH CARE PROFESSIONALS OR BY THIRD PARTIES FEATURED ON OR THROUGH OUR WEBSITE.  MEDICAL PRACTICES AND HEALTH CARE PROFESSIONALS ARE RESPONSIBLE FOR COMPLYING WITH REGULATORY AND LOCAL REQUIREMENTS FOR MALPRACTICE AND LIABILITY INSURANCE.  ALL INTERACTIONS WITH HEALTH CARE PROFESSIONALS ARE BETWEEN YOU AND THE LICENSED HEALTH CARE PROFESSIONAL.  BY USING THE SERVICES, OR WEBSITE, YOU AGREE NOT TO HOLD VITALITY RX LIABLE IN ANY WAY FOR ANY MALPRACTICE OR SUBSTANDARD TREATMENT THE HEALTH CARE PROFESSIONAL MAY RENDER TO YOU OR ANY MINOR FOR WHOM YOU ARE RESPONSIBLE.  IN NO EVENT SHALL VITALITY RX BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU, ANY MINOR FOR WHOM YOU ARE RESPONSIBLE,  OR ANYONE ELSE IN CONNECTION WITH YOUR USE OF THE SERVICES OR OUR WEBSITE, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM YOUR USE OF ANY INFORMATION, PROGRAM OR SUGGESTION PROVIDED TO YOU BY A MEDICAL PRACTICE OR HEALTH CARE PROFESSIONAL OR COMMUNICATIONS OR MEETINGS BETWEEN OR AMONG YOU, ANY MINOR FOR WHOM YOU ARE RESPONSIBLE, AND ANY PHYSICIANS, MEMBERS OR ANY OTHER PERSONS YOU MEET THROUGH THE SERVICES OR OUR WEBSITE.  YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH HEALTH CARE PROFESSIONALS PARTICULARLY IF YOU OR ANY MINOR FOR WHOM YOU ARE RESPONSIBLE DECIDES TO MEET OFFLINE OR IN PERSON.

  1. Indemnification.


You agree to defend, indemnify, and to hold harmless the Companies, together with its officers and directors, from any and all liabilities, penalties, claims, causes of action, and demands brought by third parties (including the costs, expenses and attorneys’ fees on account thereof) arising, resulting from or relating to: (a) your use of the Services or our website or your inability to use the  Services or our website; or (b) an allegation that you violated any representation, warranty, covenant or condition in this Agreement.  Your agreement to defend, to indemnify, and to hold the Companies (and its officers and directors) harmless applies whether a claim against the Companies is based in contract or tort (including strict liability), and regardless of the form of action, including but not limited to your violation of any third party right, a claim that the Services and/or our website caused damage to you or to any third party and/or your use and access to the Services and/or our website.  This indemnification section shall survive your termination of or cessation of use of the Services and our website.

  1. Third Party Web Sites, Products and Services.

Our website may link to or promote websites, products and/or services from other companies, or offer you the ability to download software from other companies.  You agree that Vitality Rx is not responsible for, and does not control, those websites or any third party products or services.  Vitality Rx encourages you and any minor for whom you are responsible to be aware of this when you leave the Application or click on links controlled by third parties, and to read the legal notices and privacy policies of each and every location you visit.  Your use (or that of any minor for whom you are responsible) of a third party product, service or website will be subject to such third party’s terms of use, privacy policy and any other applicable terms and conditions.

  1. Governing Law and Choice of Forum.


This Agreement contains the final and entire agreement between us regarding your use of the Services and our website for yourself and supersedes all previous and contemporaneous oral or written agreements regarding your use of the foregoing.  The provisions of this Agreement shall be severable, and if any provision of this Agreement is held to be invalid or unenforceable, it shall be construed to have the broadest interpretation, which would render it valid and enforceable.  No amendments, modifications or waivers to this Agreement shall be valid unless in writing and signed by all Parties.  We may discontinue or change the Services and/or our website, or its/their availability to you, at any time.  This Agreement is personal to you, which means that you may not assign your rights or obligations under this Agreement to anyone.  You agree that this Agreement, as well as any and all claims arising from this Agreement will be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to any conflict or choice of law principles.  The sole and exclusive jurisdiction and venue for any litigation arising out of this Agreement or in any way related to the Application will be an appropriate federal or state court located in Los Angeles, California.  This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

  1. Assignments.


Vitality Rx may assign its rights and obligations under this Agreement.  This Agreement will inure to the benefit of Vitlaity Rx’s successors, assigns and licensees.  The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of this Agreement, or to exercise any right under the Agreement, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.

  1. Promotions and Offers.


We may, as part of our services to users, encourage you to participate and enjoy our promotions.  The following terms and conditions apply to all offers and promotions, unless otherwise stated.  By accepting any promotional offer, you agree to be bound by the following additional terms.  We reserve the right to send particular promotions to particular users and other individuals, subject to applicable laws.  We may use any personal information you provide to us (including your email address), to provide you (by email or otherwise) with information regarding our promotions, as further described in our Privacy Policy and in compliance with applicable law.  You agree that Heal may communicate your personal information to the Medical Practice in connection with any healthcare services provided by that Medical Practice and its Health Care Professionals.    

Price discounts cannot be used together or combined with other discount offers or promotional offers.  Promotional offers are intended for the addressed recipient only and cannot be transferred.  If you are not the intended recipient, then the offer is null and void.  We may request further information from you if you wish to participate in our promotions and offers.  Participation in these promotions is completely voluntary.  Therefore, you have the choice to decline to participate in any promotion where you are required to provide further information about yourself.  

We are not responsible for any unauthorized promotions and offers offered by third parties through the platform.