Terms of Use | Terms of Sale

Table of Contents
Terms of Use

Ownership and Right to Use the VC Sites and Materials Third-Party Interactions
Marketing Messages
User Submissions and Postings
Service and Content Use Restrictions
Creating an Account
Notice and Take Down Procedure for Claims of Infringement
Sweepstakes, Contests, and Promotions
Notices, Questions, and Customer Service
Product Specification, Pricing, Typographical Errors
Arbitration and Dispute Terms
Disclaimer of Representation and Warranties
Limitations of Our Liability
General Provisions
Contact VC

 

Terms of Sale

Payment and Billing
Pricing and Availability
Coupons and Promotional Codes
Sales Taxes
Shipping and Handling
Deliveries
No Resale Except By Health Practitioners
Return Policy: Products
Restocking Fees: Products
Refund Policy: Services
Autoship Program
Proposition 65 Warning
CA Supply Chain Act

 


Terms of Use

Last Modified September 21, 2023

Please read these Terms of Use carefully before using our websites (including but not limited to: www.vitopiahealth.com, www.vitopiacare.com (collectively the “VC Sites”), e-stores, or other online products and services, provided by Vitopia Care, Inc. or its affiliates (collectively, "VC", "we", "our", or "us") that post a link to these Terms of Use. By visiting or otherwise using the VC Sites, you acknowledge and agree that you have read, understood, and agree to be bound by these Terms of Use and any applicable Additional Terms we may provide. You also acknowledge, agree and consent to our data practices as described in our Privacy Notice.

These Terms of Use affect your legal rights, responsibilities and obligations and govern your use of the VC Sites, are legally binding, limit our liability to you and require you to indemnify us and, to the extent permitted by applicable law, settle certain disputes through individual arbitration. By using the VC Sites, you represent and warrant that you are of legal age to form a binding contract with VC. If you do not agree to these Terms of Use and any Additional Terms, do not use the VC Sites.

Additional Terms. In some instances, both these Terms of Use and separate terms setting forth additional conditions may apply to a service or product offered via the VC Sites ("Additional Terms"). To the extent there is a conflict between these Terms of Use and any Additional Terms, the Additional Terms will supersede the term contained herein unless the Additional Terms expressly state otherwise.

Changes to the Terms of Use. These Terms of Use are subject to change without prior written notice at any time, based on our sole discretion. Any changes to the Terms of Use will be in effect as of the Last Modified date. Your continued use of the VC Sites after the "Last Modified" date has changed will constitute your acceptance and agreement to the changes.

Medical Disclaimers. DO NOT USE THE VC SITES FOR MEDICAL EMERGENCY SERVICES. IN AN EMERGENCY, CALL 911 OR YOUR LOCAL EMERGENCY ASSISTANCE NUMBER. THE VC SITES ARE FOR INFORMATIONAL, EDUCATIONAL AND SELF-GUIDED CARE PURPOSES ONLY AND NOT A SUBSTITUTE FOR THE PROFESSIONAL JUDGMENT OF A HEALTH CARE PROVIDER. VC DOES NOT, THROUGH THE VC SITES, PROVIDE MEDICAL ADVICE, NOR DOES IT PROVIDE MEDICAL PRESCRIPTIONS, TREATMENTS, OR DIAGNOSTIC SERVICES. ADDITIONALLY, THE USE OF THE VC SITES, AND COMMUNICATIONS FROM VC IN CONNECTION WITH YOUR USE OF THE VC SITES DOES NOT ESTABLISH A PHYSICIAN-PATIENT RELATIONSHIP.

Your reliance upon information and content obtained by you from VC through use of the VC Sites is solely at your own risk. We do not assume any liability or responsibility for damage or injury (including death) to you, other persons, or property arising from any use of any product, information, idea, or instruction related to your use of the VC Sites. Always seek the advice of your health care provider or physician with any questions you may have regarding a medical condition.


Ownership and Right to Use the VC Sites & Materials

Ownership. The VC Sites contain materials and other items relating to VC, including the layout, information, databases, articles, posts, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, and the "look and feel" of the VC Sites (together the "Materials"), including all copyrights, patents, trademarks, service marks, trade names and all other intellectual property rights therein ("Intellectual Property"), are owned and controlled by VC, our licensors or certain other third parties. All rights, title, and interest in and to the Materials and Intellectual Property available via the VC Sites is the property of VC or our licensors or certain other third parties. These Materials and Intellectual property is protected by U.S. and international copyright, trademark, trade dress, and/or other intellectual property rights and laws. VC owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Materials on the VC Sites.

Your Rights. Your right to use the VC Sites and Materials is subject to your strict compliance with these Terms of Use and any Additional Terms. Your right to access and use the VC Sites and the Intellectual Property shall automatically terminate upon any violations. These rights are non-exclusive, limited, and revocable by us at any time based on our sole discretion without any advance notice or liability.

As your right to access and use the VC Sites and the Materials is personal to you, you may not assign nor transfer this right and any attempt to do so is void. Subject to your strict compliance with these Terms of Use, VC grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download, display, view, use, or play the Materials on a personal device, and retain one copy of the Materials as it is displayed to you for your personal, non-commercial use only. This limited license does not give you any ownership of, or any other intellectual property interest in, any Materials. Notwithstanding the foregoing, if you are a qualified healthcare practitioner and have a practitioner account with VC, VC grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download, display, view, use, or play education Materials for commercial purposes solely within the scope of your healthcare practice. Your unauthorized use of the Materials may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your loss of this license and personal liability, including potential criminal liability.

Reservation of all Rights Not Granted. All rights not expressly granted to you are reserved by VC and its licensors and other third parties. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. Any unauthorized use of the VC Sites and Materials for any purpose is prohibited.

Third-Party Interactions

Other Online Services. We are not responsible for other online services or their content, advertisement(s), apps, or websites ("Other Online Services"). For instance, portions of the VC Sites may be integrated into or linked to other websites, platforms, and apps that we do not control. Use caution when dealing with other parties and consult their terms of use and privacy policies. We take no responsibility for Other Online Services.

Business Transactions. To the extent permitted by applicable law, we reserve the right to transfer any information we obtain through the VC Sites in the event of a joint venture, partnership, merger, or other collaboration with another organization, including affiliates, or in the event we sell or transfer all or a portion of our business or assets (e.g., further to a reorganization, liquidation, or any other business transaction, including negotiations of such transactions).

Marketing Messages

Text Messages. You may be given opportunities to subscribe to various text marketing or other text messaging programs, which may include messages sent by auto-dialers. These programs may include text messages from our various businesses and affiliates, as well as co-promotions. Your participation in any text message program will be subject to applicable Additional Terms as well as any other terms presented to you at the time you opt in. Your consent to receive text messages is not required to purchase any product or service. You may opt out of this type of communication at any time by replying STOP via text message.

Email Messages. You may modify your email marketing communications preferences by following the instructions contained in our promotional emails. Please allow up to 10 business days for your request to be processed. Please note that even if you opt out of receiving marketing communications, we may still send you transactional emails relating to your use of the VC Sites or emails sent as part of an existing business relationship.

User Submissions & Postings

We may provide user comment areas, message boards or other interactive areas on the site ("User Forums") to give select users of the VC Sites a forum to express their opinions and share their ideas, information, materials and other user-generated content (each "User Content").

Waiver of Rights. Whenever you send, post, upload or otherwise make available User Content on a User Forum or elsewhere on VC Sites or directly to VC (including by text message or email) you grant VC an irrevocable, worldwide, non-exclusive, unrestricted, unconditional, unlimited, perpetual, fully sub-licensable and assignable, royalty-free license to use, exploit, reproduce, modify, translate, incorporate into other works, create derivative works from, publish, broadcast, and otherwise use and exploit in any manner whatsoever, all or any portion of any User Content you post or submit to us, and your name, voice, likeness and other identifying information in connection with that User Content via any media now known or later developed (including on or via the VC Sites, or by means other than the VC Sites, including without limitation via our social media pages and accounts such as, but not limited to, Facebook and Twitter), and to advertise, market, and promote the same, all without any obligation to you not required by applicable law, or explicit terms of our Privacy Notice or applicable Additional Terms. You further authorize VC to publish your User Content in a searchable format that may be accessed by users of the VC Sites and the Internet.

As permitted by applicable law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section. In addition, we and our successors, assignees and licensees retain all the rights held by members of the general public with regard to your User Content. Our receipt of your User Content is not an admission of its novelty, priority, or originality, and does not impair our right to contest existing or future Intellectual Property rights relating to your User Content.

No Responsibility. We are not responsible for, and we do not endorse, the User Content posted in User Forums or elsewhere on the VC Sites.

No Obligation to Pre-screen or Monitor. We retain the right (but not the obligation) in our sole discretion and for any reason, to pre-screen, monitor, edit, and refuse to accept, post, remove or move any User Content. If your User Content contains offensive, indecent, or otherwise objectionable content or infringes on the rights of any third parties, you may bear legal responsibility for that User Content. You agree that VC has no obligation to monitor or enforce your intellectual property rights to your User Content but has the right to protect and enforce its and its licensees' rights to your User Content.

Availability of VC Sites and Materials. VC in its sole discretion without advance notice or liability, may immediately suspend or terminate the availability of the VC Sites and/or Materials (and any elements and features of them), in whole or in part, for any reason.

Service & Content Use Restrictions

You agree that, except as otherwise authorized, you will not:

  • Use the VC Sites for any commercial or political purpose.
  • Engage in any activities through or in connection with the VC Sites that: harm, or attempt to harm, any individuals or entities; are unlawful, offensive, disparaging, obscene, lewd, lascivious, violent, threatening, harassing, scandalous, inflammatory, pornographic, profane, abusive; violate any right of any third party; could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law; or are otherwise objectionable to VC.
  • Decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, hidden text, or algorithms of the VC Sites by any means whatsoever or modify any software (in either object code or source code) or other products, services, or processes accessible through any portion of the VC Sites.
  • Engage in any activity that interferes with a user's access to the VC Sites or the proper operation of the VC Sites, or otherwise causes harm to the VC Sites, VC, or other users of the VC Sites.
  • Use cannabis functionality or materials on the VC Sites unless You are a licensed or registered cannabis practitioner or user or are otherwise authorized to prescribe or use cannabis in Your jurisdiction.
  • Interfere with or circumvent any security feature (including any digital rights management mechanism, device, or other content protection or access control measure) or any other feature that restricts or enforces limitations on use of or access to the VC Sites or the Materials.
  • Harvest, scrape, or otherwise collect or store any information, including personal information, from the VC Sites.
  • Attempt to gain unauthorized access to the VC Sites or other computer systems or networks connected to the Site; attempt to probe, scan, or test the vulnerability of a system or network; or attempt to breach security or authentication measures without proper authorization.
  • Use the VC Sites to transmit information that is in any way false, fraudulent, disparaging, or misleading.
  • Monitor, gather, copy, or distribute the Materials (except as may be a result of standard search engine activity or use of a standard browser) by using any robot, rover, bot, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind.
  • Frame or utilize framing techniques to enclose any Materials (including any images, text, or page layout). Remove any copyright, trademark, or other intellectual property or proprietary notices or legends contained in the Materials.
  • Copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate, or transfer to any third party or on any Other Online Service or website, or otherwise use or exploit the Materials in any way for any purpose except as specifically permitted by these Terms of Use or with the prior written consent of VC.
  • Insert any code or product to manipulate the Materials in any way that adversely affects the VC Sites or attempt to interfere with service to any user, host, or network.
  • Otherwise violate these Terms of Use

Creating an Account

If you register an account, you are solely responsible and liable for the security and confidentiality of your access credentials (username and password) and for restricting access to your account. We may reject the use of any password, username, or email address for any reason based on our sole discretion. You are solely responsible for your registration information and for updating and maintaining it. You agree to immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security, but will remain responsible for any unauthorized use thereafter. You will not sell, transfer, or assign your account or any account rights.

Regarding any dispute of account creation or authenticity, we shall have the sole right, but are not obligated, to resolve such dispute as we determine appropriate, without notice.

The VC Sites, Materials, and any products and/or services appearing or marketed on the VC Sites are intended for and directed towards those who are of the age of majority in their jurisdiction of residence.

Purchases. To access certain features of the VC Sites, you may be required to make a purchase or enter into a subscription. Moreover, some aspects of the VC Sites may allow you to place orders for Products (defined below).

Generally. Any deal terms presented to you at the time of purchase or other transaction you conduct on or initiate on the VC Sites (“Transaction”) shall be considered Additional Terms. You agree to pay VC all charges at the prices presented to you. You must provide, and you authorize VC to charge, your chosen payment provider (your "Payment Method") when you make a purchase. You agree to make a payment using that selected Payment Method. VC may correct any billing errors or mistakes that it makes even if it has already requested or received payment (VC will issue the appropriate refund should this occur).

Purchase of Products. Your purchase of any products on the VC Site (“Products”) is subject to our Terms of Sale.

Notice & Take Down Procedure for Claims of Infringement

We expect users of the VC Sites to respect the intellectual property rights of others. It is our policy to respond appropriately to clear notices of alleged copyright infringement. In our sole discretion, we may remove content that may be infringing on another person's intellectual property rights with or without notice to the alleged infringer. In accordance with the U.S. Digital Millennium Copyright Act (DMCA) and other applicable law, VC has adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers.

If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner's) copyright in that work has been infringed upon by an improper posting or distribution through the VC Sites, then you may send us a written notice that must include all of the following:

  • "DMCA Copyright Infringement Notice" in the heading or subject line.
  • A description of the copyrighted work you believe to have been infringed.
  • Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material (e.g., a screenshot of the location where the material is located or a URL).
  • Accurate and adequate information we can use to contact you (including your full name, postal address, telephone number, and email address).
  • A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
  • A statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed).
  • Your physical or electronic signature.

We will respond to notices of claimed copyright infringement in accordance with the DMCA. VC will only respond to DMCA notices that it receives by mail or email at the addresses below:

General Counsel
3267 Bee Caves Road #107-345
Austin, TX 78746 USA
compliance@vitopiacare.com

It is often difficult to determine if your copyright has been infringed. VC may elect to not respond to DMCA notices that do not substantially comply with all the foregoing requirements, and we may elect to remove allegedly infringing material that comes to our attention via notices that do not substantially comply with the DMCA. Please note that the DMCA provides that any person who knowingly materially misrepresents an infringement may be subject to liability. We may send the information that you provide in your notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA counter-notification.

Sweepstakes, Contests, Promotions

Any sweepstakes, contests, or other promotions (any, a "Promotion") that may be offered via the VC Sites may be governed by a separate set of rules that may have eligibility requirements, such as certain age or geographic area restrictions, Additional Terms governing the Promotion (“Rules”), use of User Content, and disclosures about how your personal information may be used. It is your responsibility to read these Rules to determine whether you want to and are eligible to participate, register and/or enter, and to determine the applicable Additional Terms of the Promotion. By participating in a Promotion, you will be subject to those official Rules, and you agree to comply with and abide by such Rules and the decisions of the identified sponsor(s).

Notices, Questions, Customer Service

You agree that we may give you notices or otherwise respond to you by mail or to your email (if we have it on file) or in any other manner reasonably elected by us. If you have a question regarding the VC Sites, you may contact Customer Experience by sending an email to customercare@vitopiacare.com. You acknowledge that we have no obligation to provide you with customer support of any kind and that customer service personnel cannot change or waive any sections within the Terms of Use or applicable Additional Terms.

We aim to ensure the information on the VC Sites is accurate and helpful at all times. However, we cannot ultimately promise the accuracy of any information and cannot be held responsible for any use of it except as specifically agreed with us in in writing.

We aim to ensure the VC Site(s) operate properly at all times, but we make no warranties as to the availability or accessibility of the VC Sites, and (except as otherwise set out in these notices and disclaimers) we will not be liable for any damages, loss, costs or expenses incurred by you as a result of any lack of availability or accessibility of the VC Sites.

Product Specification, Pricing, Typographical Errors

We strive to accurately describe our products offered on the VC Sites; however, we do not warrant that such specifications, pricing, or other content on the VC Sites is complete, accurate, reliable, current, or error-free. As permitted by applicable law, VC shall have the right to refuse or cancel any orders in its sole discretion. Your orders are offers to purchase subject to our acceptance, which we may reject or cancel for any reason subject to refund. If we charge your credit card or other account prior to rejection or cancellation, we will reissue credit to your account. Additional Terms may apply. If a product you purchased or accepted from VC is not as described, as permitted by applicable law, your sole remedy is to return it and receive a credit (further details available in our Terms of Sale).

Arbitration & Dispute Terms

 

Forum Selection/Jurisdiction. Jurisdiction and venue for any controversy, allegation, or claim arising out of or relating to the VC Sites, the Materials, your User Content, these Terms of Use, or any applicable Additional Terms, (collectively, "Dispute") shall be handled exclusively in the federal and state courts in, or with jurisdiction over, Travis County, Texas. Each party submits to personal jurisdiction and venue of the federal and state courts in, or with jurisdiction over, in Travis County, Texas for any and all purposes.

 

Pre-Arbitration Notification. VC and you agree that it would be advantageous to discuss and hopefully resolve any Disputes before formal proceedings are initiated; provided, however, that VC need not do so in circumstances where its claims of Intellectual Property rights are concerned ("IP Disputes," with all other disputes referred to as "General Disputes"). The party making a claim – whether you or VC – shall send a letter to the other side briefly summarizing the claim and the request for relief. If VC is making a claim, the letter shall be sent, via email, to the email address listed in your VC account, if applicable. If no such information exists or if such information is not current, then we have no notification or delay obligations under this Section. If you are making a claim, the letter shall be sent to Vitopia Care, Inc., Attn: General Counsel, 3267 Bee Caves Road #107-345; Austin, TX 78746. If the Dispute is not resolved within sixty (60) days after notification, the claimant may proceed to initiate proceedings as set forth in this Section. Either you or VC, however, may seek provisional remedies (such as preliminary injunctive relief, subject to the exceptions disclosed herein) before the expiration of this sixty (60)-day period.

Arbitration of Claims. Unless you give us notice of opt-out within five (5) business days of your first use of a VC Site, addressed to: Vitopia Care, Inc., Attn: General Counsel, 3267 Bee Caves Road #107-345; Austin, TX 78746, all actions or proceedings arising in connection with, touching upon or relating to any Dispute, or the scope of the provisions of this Section, shall be submitted to JAMS (www.jamsadr.com) for final and binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less, to be held in Travis County, Texas , before a single arbitrator. If the matter in dispute is between VC and a consumer, the matter shall be submitted to JAMS in accordance with its Policy on Consumer Arbitration Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS.

We may have the right to pay the JAMS fees if required for arbitration to be enforceable. The arbitration shall be a confidential proceeding, closed to the general public; provided, however, that a party may disclose information relating to the arbitration proceedings to its and its affiliates' lawyers, insurance providers, auditors and other professional advisers. The fact that there is a dispute between the parties that is the subject of arbitration shall be confidential to the same extent. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator's award is based. Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the arbitrator's award; provided, however, that prior to the appointment of the arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief (subject to the provisions of these Terms of Use waiving or limiting that relief) in a court of competent jurisdiction in Travis County, Texas or, if sought by VC, such other court that may have jurisdiction over you, without thereby waiving its right to arbitration of the dispute or controversy under this section; provided further, however, that the losing party shall have fifteen (15) business days after the issuance of the arbitrator's decision to fully comply with such decision, after which the prevailing party may enforce such decision by a petition to the court or, in the case of you, such other court having jurisdiction over you, which may be made ex parte, for confirmation and enforcement of the award.

 

Limitation on Injunctive Relief. AS PERMITTED BY APPLICABLE LAW, IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE VC SITES, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE DEEMED IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS (WITHOUT LIMITATION) THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, MATERIALS, USER CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED, OR CONTROLLED BY ANY VC PARTY (DEFINED BELOW) (INCLUDING YOUR LICENSED USER CONTENT) OR A LICENSOR OF ANY VC PARTY.

 

Governing Law. These Terms of Use and any applicable Additional Terms, General Disputes and IP Disputes, and any other claim brought by you against VC or by VC against you pursuant to this section, or otherwise related to the VC Sites, Materials, User Content, or other VC products or services, will be governed by, construed, and resolved in accordance with, the laws of the State of Texas, U.S.A., without regard to its conflicts of law provisions that might apply the laws of another jurisdiction. This section shall be governed solely by the Federal Arbitration Act, 9 U.S.C. §1, et seq., and not by the law of any state, and is enforceable pursuant to its terms on a self-executing basis. You and VC agree that we intend that this section satisfies the "writing" requirement of the Federal Arbitration Act. This section can only be amended by mutual agreement. Either party may seek enforcement of this section in any court of competent jurisdiction. The arbitrator shall determine any and all challenges to the arbitrability of a claim.

 

Class Action and Trial by Jury Waiver. DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS AND WILL NOT BE JOINED OR CONSOLIDATED WITH ANY OTHER ARBITRATIONS OR OTHER PROCEEDINGS THAT INVOLVE ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. YOU AND VC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE TO WAIVE TRIAL BY JURY IN ANY DISPUTE.

Small Claims Matters. Notwithstanding the foregoing, either of us may bring qualifying claims of General Dispute (but not IP Disputes) in small claims court. This section shall remain in full force and effect notwithstanding any termination of your use of the VC Sites or these Terms of Use.

Disclaimer of Representation & Warranties

AS PERMITTED BY APPLICABLE LAW, YOUR ACCESS TO AND USE OF THE VC SITES ARE AT YOUR SOLE RISK AND THE VC SITES ARE PROVIDED ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS" BASIS.

To the fullest extent permissible by applicable law, VC and their direct and indirect parents, subsidiaries, affiliates, and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, "VC Parties") hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, in connection with, or otherwise directly or indirectly related to, without limitation, the VC Sites, Materials, User Content or other VC products or services, except as set forth below.

EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN, OR IN APPLICABLE ADDITIONAL TERMS, OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, VC PARTIES HEREBY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

NOTWITHSTANDING THE FOREGOING, THIS SECTION DOES NOT EXPAND OR LIMIT (I) ANY EXPRESS, WRITTEN PRODUCT WARRANTY OR RELATED DISCLAIMERS THAT ARE PROVIDED BY VC PARTIES OR THEIR SUPPLIERS WITH REGARD TO A PHYSICAL PRODUCT SOLD BY VC PARTIES TO YOU, OR ANY WARRANTY ON A PHYSICAL PRODUCT TO THE EXTENT REQUIRED BY APPLICABLE LAW; (II) VC PARTIES' LIABILITY FOR PERSONAL INJURY TO YOU CAUSED BY VC PARTIES TO THE EXTENT NOT WAIVABLE OR CANNOT BE LIMITED UNDER APPLICABLE LAW; OR (III) ANY CAUSE OF ACTION YOU MAY HAVE AGAINST VC PARTIES THAT IS NOT WAIVABLE OR CANNOT BE LIMITED UNDER APPLICABLE LAW.

Limitations of Our Liability

AS PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY VC PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages of any kind, including without limitation loss of profits, in connection with, or otherwise directly or indirectly related to, without limitation, the VC Sites, Materials, User Content or other VC products or services, except, to the extent not waivable under applicable law, for direct damages for personal injury caused by a physical product manufactured, sold or provided by VC.

 

AS PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VC PARTIES' TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE VC SITES AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID VC IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S).

NOTWITHSTANDING THE FOREGOING, THIS SECTION DOES NOT EXPAND OR LIMIT (I) ANY EXPRESS, WRITTEN PRODUCT WARRANTY OR RELATED DISCLAIMERS THAT ARE PROVIDED BY VC PARTIES OR THEIR SUPPLIERS WITH REGARD TO A PHYSICAL PRODUCT SOLD BY VC PARTIES TO YOU, OR ANY WARRANTY ON A PHYSICAL PRODUCT TO THE EXTENT REQUIRED BY APPLICABLE LAW; (II) VC PARTIES' LIABILITY FOR PERSONAL INJURY TO YOU CAUSED BY VC PARTIES TO THE EXTENT NOT WAIVABLE OR CANNOT BE LIMITED UNDER APPLICABLE LAW; OR (III) ANY CAUSE OF ACTION YOU MAY HAVE AGAINST VC PARTIES THAT IS NOT WAIVABLE OR CANNOT BE LIMITED UNDER APPLICABLE LAW.

General Provisions

Severability. If any provision of these Terms of Use is held by any competent authority to be invalid or unenforceable, in whole or in part, the validity of the other provisions (and the remainder of the provision in question) shall be unaffected.

Entire Agreement. Except for any Additional Terms that apply to your use of the VC Sites as we may notify or make available to you, this is the entire understanding between you and us regarding the use of the VC Sites and supersedes all prior and contemporaneous agreements and understandings between you and us regarding this subject matter.

Assignment. These Terms of Use and all your rights and obligations under it are not assignable or transferable by you without our prior written consent. We may freely assign, transfer, or delegate these Terms of Use or any of our rights and obligations under it.

Termination or Changes. To the extent permitted by law, we reserve the right to terminate your access to and use of the VC Sites and any of its features in our sole discretion, without notice and liability, including, without limitation, if we believe your conduct fails to conform to these Terms of Use or any Additional Terms that may be provided to you or agreed upon between you and us.

We also reserve the exclusive right to modify, withdraw, suspend, or discontinue, temporarily or permanently, at any time and from time to time, any Materials, information, or content available on the VC Sites, without limitation, in whole or in part, including the cessation of all activities associated with the VC Sites, with or without notice. You agree that we will not be liable to you or to any other party for any modification, suspension, or discontinuance of the VC Sites or any part thereof. We also reserve the right to charge for use of the VC Sites, in whole or in part, and to change fees from time to time based on our discretion.

Indemnity. As permitted by applicable law, you agree to, and you hereby, defend (if requested by VC), indemnify, and hold VC Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any VC Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with: (i) your User Content; (ii) your use of the VC Sites and your activities in connection with the VC Sites; (iii) your breach or alleged breach of these Terms of Use or any applicable Additional Terms; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the VC Sites or your activities in connection with the VC Sites; (v) information or material transmitted through your device, even if not submitted by you, that infringes, violates, or misappropriates any Intellectual Property, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) VC Parties’ use of the information that you submit to us (including your User Content) subject to our Privacy Notice (all of the foregoing, “Claims and Losses”).

You will cooperate as fully required by VC Parties in the defense of any Claims and Losses. Notwithstanding the foregoing, VC Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. VC Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a VC Party. This section is not intended to limit any causes of action against us that you may have but are not waivable under applicable law.

Our Affiliates, Suppliers, and Licensors. Our affiliates, suppliers, licensors, and other VC Parties are intended third-party beneficiaries of these Terms of Use.

No Waiver. Our failure or delay to exercise or enforce any right, remedy, or provision of these Terms of Use or by law will not operate as a waiver of such or any other right, remedy, or provision.

Investigations; Cooperation with Law Enforcement. VC reserves the right to investigate and prosecute any suspected or actual violations of these Terms of Use. VC may disclose any information as necessary or appropriate to satisfy any law, regulation, legal process, or government request.

International Issues. VC controls and operates the VC Sites from its offices in the United States and VC makes no representation that the VC Sites are appropriate or available for use beyond the United States. If you use the VC Sites from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. We reserve the right to limit the availability of the VC Sites and/or the provision of any content, program, product, service, or other feature described or available through the VC Sites to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide.

Electronic Contracting. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that any time you electronically transact, agree, or consent via the VC Sites it is intended to be an electronic signature which binds you as if you had signed on paper. You agree that your use of the VC Sites, other than to read the Terms of Use and Privacy Policy, constitutes agreement to the Terms of Use, and any applicable Additional Terms, then posted without further action by you.

California Notices. In accordance with California Business and Professions Code Section 17538 et al., VC’s return and refund policy is available here, the legal name under which VC conducts business is Vitopia Care, Inc.; and VC's business address is 3267 Bee Caves Road #107-345; Austin, TX 78746. Within five (5) days of VC’s receipt of your request, California residents may receive verification of this information by email by contacting us at customercare@vitopiacare.com.

Residents of California are also entitled to the following specific consumer rights information: you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at: 1625 North Market Blvd., Suite N 112, Sacramento, California, 95834, or by telephone at (916) 445-1254. Hearing-impaired users can reach the Complaint Assistance Unit at TDD (800) 326-2297 or TDD (916) 322-1700. Their website is located at: https://www.dca.ca.gov.

Any California residents under the age of eighteen (18) who have registered to use the VC Sites, and who have posted content or information on the VC Sites, can request that such information be removed from the VC Sites by contacting us at the email address set forth below, making such a request, stating that they personally posted such content or information and detailing where the content or information is posted. We will make reasonably good faith efforts to remove the post from prospective public view or anonymize it so the minor cannot be individually identified. This removal process cannot ensure complete or comprehensive removal. For instance, other online services may have republished the post and archived copies of it may be stored by search engines and others that we do not control.

California residents should visit our Privacy Notice for California Residents to learn more about their California privacy rights.

Force Majeure. We will not be liable to you for failing to perform our obligations under or arising out of these Terms of Use or any applicable laws or regulations because of any event beyond our reasonable control.

Contact VC

You may contact us at customercare@vitopiacare.com with questions regarding these Terms of Use.

Terms of Sale Retail

Last Modified September 21, 2023

These Terms of Sale (“Terms”) are Additional Terms under the Vitopia Care, Inc. Terms of Use and are subject to and governed by the Terms of Use, including without limitation provisions limiting dispute resolution to non-class arbitration. By ordering products through any website, mobile application, telephone, or any other medium that links to, or otherwise references, these Terms (“Products”), you agree to be bound by these Terms. You must be eighteen (18) years of age or older to order Products.

Payment & Billing

By providing a credit card or other payment method that we accept, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third-party payment processor) to charge your payment method for the total amount of your purchase (including any applicable taxes and other charges) (collectively, as applicable, an “Order”). If the payment method cannot be verified, is invalid or is otherwise not acceptable, your Order may be suspended or cancelled. You must resolve any problem we encounter to proceed with your Order.

Any payment terms presented to you for the purchase of Products or other services are deemed part of these Terms. You acknowledge that the amount billed may vary due to promotional offers, or changes in applicable taxes or other charges, and you authorize us (or our third-party payment processor) to charge Your payment method for the corresponding amount.

We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account for your purchase of Products. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for errors by the Payment Processor. By choosing to purchase Products, you agree to pay us, through the Payment Processor, all charges at the prices for the Products in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payments using that selected Payment Method. We reserve the right to correct any errors or mistakes the Payment Processor makes even if it has already requested or received payment.

Pricing & Availability

All prices are shown in U.S. dollars and applicable taxes and other charges, if any, are additional. We reserve the right to adjust prices of the Products, and to adjust any discounts or promotions that may be offered, as we may determine in our sole discretion, at any time and without notice.

All our Products are subject to availability, and we reserve the right to impose quantity limits on any Order, to reject all or part of an Order, to discontinue offering certain Products and to substitute Products without prior notice. We strive to provide you with high-quality Products and given the perishable nature of certain Products and market conditions beyond our control, items may go on back order when not available or may be discontinued.

Coupons & Promotional Codes

Coupons and promotional codes provided to you are for your individual use only. You may not transfer, reproduce, trade, sell (or offer for sale), publish, or otherwise share coupons and promotional codes unless the Terms of the coupon or promotional code expressly allows you to do so. We reserve the right to cancel orders when we have reason to believe that any coupon or promotional code is being used by someone other than the intended recipient, or in the case of suspected abuse, misuse, or fraud. We reserve the right to terminate a coupon or promotional code offering at any time and/or set expiration dates for such offers at any time and in our sole discretion. Coupon codes and promotional codes are not valid on prior purchases.

Sales Taxes

We will collect applicable sales tax on Products shipped to the states, territories, or other jurisdictions for which we determine we have a duty to collect sales tax. If an item is subject to sales tax, you agree that the amount of taxes shown at checkout may be adjusted. Several factors may cause this, such as variances between processor programs and changes in tax rates.

Shipping & Handling

You agree to pay any shipping and handling charges shown at the time you make a purchase. We reserve the right to increase, decrease, add, or eliminate shipping and handling charges from time to time, but we will provide notice of the charges applicable to you before you make your purchase. Generally, shipping is handled by a third-party courier. When you purchase a Product from VC, any shipping times shown on the Site are estimates only. Actual delivery dates may vary. You agree that you will not obtain, or direct shipment of, a Product for export. All Products purchased from us are made pursuant to a shipment contract. This means that title to and the risk of loss of such Products passes to you upon our delivery of the Product to the third-party courier.

Deliveries

You are responsible for inspecting all Products you receive from us for any damage or other issues upon delivery. From the time of delivery, the condition and consumption of the Products are solely at your risk, and you are solely responsible for the proper and safe handling, preparation, storage, use and consumption of the Products following delivery. Failure to follow safe food handling practices may increase the risk of foodborne illness.

In the case of inclement weather or other events beyond our control that interfere with our ability to deliver your Order, we will attempt to deliver your Order as soon as reasonably possible.

No Resale

Only authorized health care Health Practitioner affiliates that have an active account and contract relationship with VC (“Health Practitioners”) are authorized to resell or otherwise use the Products for commercial purposes. If you are not an authorized Health Practitioner affiliate, you are not permitted to resell or otherwise use the Products for commercial purposes.

Return Policy: Products

We take great strides to ensure the authenticity and integrity of our products. For this reason, we do not accept product returns. Once a product leaves our facility and is delivered to a customer, we can no longer control the storage conditions, eliminate the possibility of tampering, or any other adulteration of the product.

Although we do not accept Returns of products once they have left our facility, we do still stand by our customers 100% when it comes to satisfaction with our Vitopia Authentified Products, which is why we offer the Vitopia 360 Guarantee.

Vitopia 360 Guarantee

If you are dissatisfied with a product and would like to inquire about a refund, please contact the VC Customer Experience team at customercare@vitopiacare.com or use the chat feature available on our website. Prior authorization from the Customer Care team and proof of purchase is required for all product credits. Only items purchased within the last thirty (30) days with proof of purchase will be considered for a one-time product replacement or credit. VC, in its sole discretion, will either replace or provide a credit for any Product meeting Vitopia 360 protection. A service fee of 10% of the purchase price of the Products will be charged for all products under Vitopia 360. Reports of damaged Products or order discrepancies must be communicated to VC within seventy-two (72) hours of delivery in order to qualify for product credit or replacement. Photographic evidence may be required. Private label, heat sensitive, and products marked “Non-Returnable” are non-returnable and no credit or replacement will be given.

Restocking Fees: Products

If you cancel an order that has been paid, a restocking fee will apply. Restocking fees will be deducted from the total refund amount. The amount of the restocking fees are calculated as follows. Restocking fees are calculated as percentages of the total cost of goods (excluding any taxes). Any diagnostic test purchase you wish to cancel will incur a 15% restocking fee and any nutraceutical or supplement purchase that is cancelled will incur a 20% restocking fee.

Refund Policy: Services

Purchases of Services include subscriptions, plans, memberships and any Live Virtual Health Talk (including, but not limited to, Vitopia Ask, Save, BYOT, and Circles).

Memberships

Membership purchases are non-refundable and non-transferrable.

  • Vitopia One annual membership, you retain the applicable discounts and benefits for the full term of 12 months from the purchase date.
  • Vitopia 365 membership (paid monthly), you agree to a minimum commitment of 4 months. If you wish to cancel your Vitopia 365 membership, you may do so any time after your 4th billing date.
  • Vitopia 365 Memberships (paid annually) are non-refundable and non-transferable, you retain all discounts, benefits, and consultation credits for the full 12-month period.

Virtual Health Talks

Live and on-demand Virtual Health Talks and Circle sessions are non-refundable and non-transferrable once scheduled. In the event you are not able to make the appointment time you have scheduled, we offer a one-time, no charge to reschedule the appointment. To qualify for the one-time re-schedule, you must provide notification to customercare@vitopiacare.com no less than 24 hours prior to your scheduled session time. With proper notification, you will receive a credit to your account to reschedule the appointment within 30 days at no charge to you. Sessions cancelled within 24 hours of your scheduled time are non-refundable.

Autoship Program

Benefits of Autoship. You will be able to select how often you would like your Product(s) delivered. We reserve the right to change Autoship benefits at any time in our sole discretion, including discount amounts and eligibility requirements used to determine discount amounts. All changes will apply to future orders, including current subscriptions to Autoship.

Some of the offer details may change as you receive deliveries over time (for example, price, taxes, availability, shipping charges).

Notifications, Automatic Order Creation. When you order an eligible Product and enroll in Autoship, you will receive notice that your Autoship subscription has been created and that your first order will be processed. Your Autoship subscription will thereafter automatically create a new order according to your chosen delivery schedule, until you cancel. Prior to the processing of each subsequent order, you will receive a notice including your estimated ship date, last date to modify your order, and estimated pricing.

We may, in our sole discretion, terminate your subscriptions at any time without notice. If we do so, you will only be charged for orders that have been shipped to you.

Eligible Purchases. Autoship benefits are limited to Products noted as eligible for Autoship, and then only if you select the Autoship delivery method. Subscriptions to Autoship are good while supplies last. Your participation in the Autoship program is personal to you, and you may not assign or transfer your subscription or any of the benefits to any third party without our express, written authorization.

All returns under Autoship are subject to the Return Policy outlined above. Autoship subscriptions are void where prohibited.

Autoship Pricing, Payment, Renewal. The amount charged for an eligible Product will be the price of that item on the Site at the time your Order is processed less any applicable discounts. The total cost charged to your payment method for each Autoship order will be the price of the item, plus any applicable shipping and handling charges and sales tax.

The charge for each Autoship item shipment will be billed to the Payment Method used to create your subscription or as otherwise directed by you. Payment Method can be adjusted within your account settings.

Your subscription will remain in effect until it is cancelled. You can cancel at any time through the Site by navigating to My Account – Orders – Autoship.

Proposition 65 Warning

The products listed below are subject to the following warning:

WARNING: This product contains a substance known to the State of California to cause birth defects or other reproductive harm.

  • ArthroSoothe™ Supreme
  • Bold-Beauty Collagen - 12 bars
  • Bone Broth Chocolate Crunch - 12 bars
  • Cannab-FS™ 300
  • Cannab-FS™ Hi-Po
  • CannabOmega™
  • Cannab-PEA 30™
  • Chocolate Superfood Powder
  • Charcoal Plus Binder
  • Cocommune™ - 12 bars
  • EndoTrim™
  • EssentiaGreens™
  • GI Revive®
  • GlucoSupreme™ Herbal
  • Hepatatone Plus™
  • HistaEze™
  • Immune Support Packets
  • KTO-360 Powder
  • Lipotrienols RYR™
  • Metal-X-Synergy™
  • Migranol™
  • Organic PurePea™ Plus (with Greens)
  • Phytotein™ (Chocolate)
  • Phytotein™ (Vanilla)
  • Organic Phytotein™ (Unflavored/Unsweetened)
  • Organ Synergy™
  • Organ Synergy™ Powder
  • Plant Protein Cleanse (14 day kit)
  • Plant Protein Cleanse (21 day kit)
  • PurePea™ (Chocolate)
  • PurePea™ (Unflavored/Unsweetened)
  • PurePea™ (Vanilla)
  • PaleoGreens® (Lemon Lime)
  • PaleoGreens® (Unflavored)
  • PaleoReds®
  • PaleoCleanse Plus™ (Chocolate)
  • PaleoCleanse Plus™ (Chocolate, kit)
  • PaleoCleanse Plus™ (Strawberry Vanilla)
  • PaleoCleanse Plus™ (Strawberry Vanilla, kit)
  • PaleoMeal™ (Chocolate)
  • PaleoMeal™ (Vanilla)
  • Peanut Butter Joint Power™ - 12 bars
  • Plant-Powered Magnesium™ - 12 bars
  • RYR Synergy™
  • Red Yeast Rice
  • VegeCleanse™
  • VegeCleanse Plus™
  • VegeMeal™ (Chocolate)
  • VegeMeal™ (Vanilla)
  • VegeMeal Plus™ (Chocolate, kit)
  • VegeMeal Plus™ (Vanilla, kit)
  • Weight Loss Support Packets
  • Women's Twice Daily Essential Packets
  • Yes, Whey!!!™ - 12 bars

The following Supplement kits contain one or more of the products listed above:

  • 14-Day Detox Program/Kit - Unflavored
  • 14-Day Detox Program/Kit - Vanilla

CA Supply Chain Act

Vitopia Care, Inc. and its affiliates are committed to the fair and ethical treatment of workers. To that end, we support the objectives of the California Transparency in Supply Chains Act of 2010, which seeks to eliminate slavery and human trafficking from product supply chains and requires companies to disclose their efforts to ensure that their supply chains are free from slavery and human trafficking. We oppose slavery and human trafficking in all forms and expect our business partners to do the same. To advance these goals, we expect our suppliers to ensure that quality and safety standards are maintained throughout the supply chain by well treated, properly compensated workers in accordance with all applicable laws. Our current efforts include the following:

  • Verification: Our contract documentation requires suppliers to ensure that their activities and the activities of their suppliers comply with all applicable laws and regulations related to slavery and human trafficking.
  • Audits: We expect our suppliers to refrain from the direct or indirect use of slavery, forced labor or any forms of human trafficking and, where indicated, we will consider performing onsite audits of our suppliers with respect to their human trafficking and slavery practices.
  • Certification: Our contract documentation requires our suppliers to comply with laws regarding slavery, human trafficking, child labor, and wage and hour requirements in the country or countries in which they do business.
  • Internal Accountability: In the event we determine that an employee or supplier has violated a law regarding slavery and human trafficking, this would constitute grounds for termination of employment or the supply relationship.
  • Training: We are committed to training our employees that are directly responsible for supply chain management to identify risks within the supply chain of our products and we expect them to adhere to and certify that they will comply with our commitments.

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