Terms and Conditions of Use
For Residents of the United States
Last Updated: February 28, 2023
VIRT WELLNESS, LLC (“______________”, “us”, “we” or “our”) are pleased to provide you with access to and use of our websites, content, products, services, and any other materials (collectively, “VIRT WELLNESS Services”) that we may provide.
PLEASE READ CAREFULLY: THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 9) WHICH AFFECT YOUR RIGHTS RELATED TO DISPUTES YOU MAY HAVE WITH VIRT WELLNESS. EXCEPT WHERE PROHIBITED BY LAW AND AS SET FORTH IN SECTION 9, BY PURCHASING, ENGAGING WITH OR OTHERWISE USING ANY VIRT WELLNESS SERVICES, YOU EXPRESSLY AGREE THAT DISPUTES BETWEEN YOU AND VIRT WELLNESS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, PLEASE IMMEDIATELY CEASE USE OF ANY VIRT WELLNESS SERVICES.
THE VIRT WELLNESS SERVICES ARE NOT INTENDED FOR ANYONE UNDER THE AGE OF 13. IF YOU ARE 13 TO 17 YEARS OF AGE, YOU MAY ONLY ACCESS AND/OR USE ANY VIRT WELLNESS SERVICES WITH THE INVOLVEMENT AND APPROVAL OF YOUR PARENT OR GUARDIAN.
Changes to These Terms.
VIRT WELLNESS’s Intellectual Property; Limited License to VIRT WELLNESS Services.
You acknowledge and agree that the VIRT WELLNESS Services, and any logos, names, designs, text, graphics, content, files, materials, and any other intellectual property rights contained therein, including without limitation any copyrights, patents, trademarks, proprietary or other rights contained therein, related thereto, or otherwise arising therefrom are owned by VIRT WELLNESS, LLC or its affiliates, licensors, or suppliers. Furthermore, you acknowledge and agree that the source and object code of certain VIRT WELLNESS Services and the format, directories, queries, algorithms, structure and organization of the same are the intellectual property, proprietary and confidential information of VIRT WELLNESS and/or its affiliates, licensors and suppliers. You expressly agree that you will do nothing inconsistent with VIRT WELLNESS’s ownership of the VIRT WELLNESS Services, and that you gain no rights, title, or interest in or to any VIRT WELLNESS Services or any goodwill associated therewith, except as stated in these Terms or any executed written agreement between you and VIRT WELLNESS. In addition, except as expressly set forth in these Terms, you are not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or other proprietary right of VIRT WELLNESS or any third party. Any and all goodwill arising from your use of any VIRT WELLNESS Services shall inure solely to the benefit of VIRT WELLNESS.
For any VIRT WELLNESS Services which enable you to use any videos, content, or other materials owned or licensed by us, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license solely to access and use the specific VIRT WELLNESS Services, and any related content, or other materials FOR YOUR PERSONAL, NON-COMMERCIAL USE ONLY.
You are prohibited from, and expressly agree that you will not: (i) remove identification, warnings, disclaimers, disclosures, copyright or other proprietary notices in or on the VIRT WELLNESS Services; (ii) access or use any VIRT WELLNESS Services in an unlawful or unauthorized manner or in a manner that suggests an association with our content, products, services or brands, unless you have an executed agreement with us that allows for such activity; (iii) use, alter, copy, modify, store, sell, reproduce, distribute, republish, download, publicly perform, display, post, transmit, create derivative works of, or exploit any VIRT WELLNESS Products or any part thereof; (iv) sell, resell, or make commercial use of the VIRT WELLNESS.
Disclaimer of Warranties.
YOU ACKNOWLEDGE AND AGREE THE VIRT WELLNESS SERVICES, INCLUDING WITHOUT LIMITATION, ANY PRODUCTS, SERVICES, WEBSITES, HEALTH, FITNESS, AND WELLNESS CONTENT AND ADVICE, OR ANY OTHER INFORMATION PROVIDED THEREIN ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS, ERRORS, AND OMISSIONS, AND WITHOUT ANY PERFORMANCE ASSURANCES OR GUARANTEES OF ANY KIND. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THE VIRT WELLNESS SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, ACCESSIBILITY, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WE MAKE NO GUARANTEE OR WARRANTY THAT THE VIRT WELLNESS SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THEY WILL BE ERROR-FREE. WE FURTHER MAKE NO GUARANTEE OR WARRANTY AS TO THE PARTICULAR HEALTH AND WELLNESS GOALS, RESULTS, BENEFITS OR OUTCOMES THAT MAY BE ACHIEVED OR OBTAINED THROUGH USE OF ANY VIRT WELLNESS SERVICES. YOU AGREE TO USE THE VIRT WELLNESS SERVICES AT YOUR SOLE RISK.
YOU WILL NOT HOLD VIRT WELLNESS OR ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE VIRT WELLNESS SERVICES.
Mobile Networks; Texting.
When you sign up to receive text messages from us, you acknowledge and agree you will receive such text messages using an autodialer to the number you provide, and that your consent for us to send you text messages is not a condition of purchasing any VIRT WELLNESS Services. Not all carriers may be included within our text messaging programs. You are free to opt-out of receiving text messages from us at any time. Please see any additional instructions provided to you at the time you sign up.
Your Content and Account.
User Generated Content.
You may not submit or upload User Generated Content that is illegal, infringing, false, defamatory, harassing, threatening, bigoted, hateful, violent, vulgar, obscene, pornographic, negative or otherwise offensive or that harms or can reasonably be expected to harm any person or entity, whether or not such material is protected by law, as determined by VIRT WELLNESS in its sole and absolute discretion. We have the right, but not the obligation, to monitor, screen, post, remove, modify, store and review User Generated Content or communications you submit, at any time and for any or no reason, including to ensure that the User Generated Content or communication conforms to these Terms, without prior notice to you.
You must only use the VIRT WELLNESS Services for lawful purposes and in compliance with any applicable Codes of Conduct, and you must not use them in a way that is illegal or harmful, or infringes the rights of anyone else or that restricts or inhibits anyone else's enjoyment of any VIRT WELLNESS Services. In using any VIRT WELLNESS Services, and in particular, our websites, you expressly acknowledge you are prohibited from, and agree that you will not without our prior express written consent:
- use the content on the VIRT WELLNESS Services for any commercial exploitation whatsoever;
- disrupt or interfere with the security of, or otherwise abuse, the VIRT WELLNESS Services, or any services, system resources, accounts, servers, or networks connected to or accessible through the VIRT WELLNESS Services or affiliated or linked sites;
- access content, data or portions of the VIRT WELLNESS websites which are not intended for you, or log onto a server or account that you are not authorized to access;
- attempt to probe, scan, or test the vulnerability of the VIRT WELLNESS Services, including websites, applications, or any associated system or network, or breach security or authentication measures without proper authorization;
- access any VIRT WELLNESS Services or our websites through any automated means, such as “robots,” “spiders,” or “offline readers”;
- interfere or attempt to interfere with the use of the VIRT WELLNESS Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, "flooding," "spamming," "mail bombing," or "crashing";
- use any data mining, “scraping”, web crawling, robots, or similar data gathering and extraction methods on the VIRT WELLNESS Services;
- upload, post, or otherwise transmit through or on the VIRT WELLNESS Services any viruses or other harmful, disruptive, or destructive files;
- use, frame, or utilize framing techniques to enclose any VIRT WELLNESS trademark, logo, or other proprietary information (including the images found at our websites, the content of any text, or the layout/design of any page or form contained on a page) without VIRT WELLNESS's express written consent;
- use meta tags or any other "hidden text" utilizing a VIRT WELLNESS name, trademark, or product name without VIRT WELLNESS's express written consent;
- deeplink to the VIRT WELLNESS Services, including our websites without VIRT WELLNESS's express written consent;
- create or use a false identity on the VIRT WELLNESS Services, share your account information, use another individual’s account information, or allow any person besides yourself to use your account to access the VIRT WELLNESS Services;
- harvest or otherwise collect information about VIRT WELLNESS users, including email addresses and phone numbers; and/or
- download, “rip,” or otherwise attempt to obtain unauthorized access to any VIRT WELLNESS Services, content or other materials.
Your Account; Passwords.
Certain VIRT WELLNESS Services permit or require you to create an account to use the services and benefits that we provide. You agree to provide and maintain accurate, current and complete information for your accounts, including as applicable, your name, contact, and payment information. You agree not to impersonate or misrepresent your affiliation with any person or entity, including using another person’s username, password or other account information, or another person’s name, image, photo or likeness, or if applicable, provide false details for a parent or guardian. You agree that we may take steps to verify the accuracy of information you provide.
You are responsible for maintaining the confidentiality of your username and password, and you are responsible for all activities under your account that you can reasonably control. You may not share your password or other login information with any person; any use of your account by any person other than yourself is grounds for suspension or termination of your account. You agree to promptly notify us of any unauthorized use of your username, password or other account information, or of any other breach of security that you become aware of involving your account or the VIRT WELLNESS Services. You agree not to use the account, username or password of any other account holder at any time. VIRT WELLNESS will not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge.
VIRT WELLNESS’s Products/Services; Websites; Orders.
Most of our products and services carry a three (7) day money back guarantee, return or exchange policy starting from the date that the product or service is delivered or supplied to you. Please review the information provided with your product/service for specific details.
To exercise your money back guarantee and/or return or exchange a product, log in to your account on virtwellness.com and locate your order. If your order is eligible for a return, you may initiate the return by following the instructions provided to return the product. Products that come with a money back guarantee will receive a refund of the purchase price, less applicable shipping and handling, unless stated otherwise. In some cases, you may also be responsible for paying to ship any products back to us. We will not process a refund or reship for products returned without our authorization, returned products sent to the wrong address, or any loss or damage to returned products that occur in transit. If returned products are lost or damaged in transit, we reserve the right to charge you for, or not refund any amounts attributable to, any such lost or damaged products. Should you experience any difficulty or delay in returning a product and securing the proper refund, please visit virtwellness.com.
Product and Service Descriptions, Price, and Other Information.
We have taken reasonable precautions to ensure that all product descriptions, prices and other information shown on our websites are correct and fairly described. However, when ordering products or services through our websites, please note that:
- VIRT WELLNESS reserves the right to not accept any orders if there is a material error in the description of the product or service, or if the price advertised is incorrect;
- VIRT WELLNESS reserves the right to refuse or discontinue the supply of any product or service to any customer, or change, suspend or discontinue any aspect of our websites at any time in our sole and absolute discretion;
- all prices are displayed in United States Dollars unless expressly indicated otherwise;
- packaging and contents may vary from that shown on our websites;
- any weights, dimensions, and capacities shown on our websites are approximate only;
- when you place an order, we estimate the tax applicable to your order and include that estimate in the total for your convenience (the final tax amount will be based on the then-current rate as established by the applicable taxing authority, charged to your payment method, and reflected in the order confirmation and package invoice we provide to you); and
- all items are subject to availability and we will inform you as soon as reasonably possible if any product or service you ordered is not available and whether we may offer you an alternative of equal or higher quality and value.
Please also note that we may be required to change the terms of any products, goods, or services that we offer and/or you purchase. This includes without limitation changes to prices, taxes, shipping and handling amounts, specifications, delivery times, and/or package contents. We will provide you with prior notice of any changes, by posting a notice on our websites, sending an e-mail to you at the address you provided at the time of purchase, or by including a notice in any products you receive on an automatic recurring or subscription basis. VIRT WELLNESS will not incur any obligation as a result of such change. As a valued customer, you are always free to cancel unshipped orders at any time by calling us at 615 212-5360. By accepting our products, goods and/or services after we have notified you of a change to any terms, you will be deemed to have accepted the change.
We reserve the right to refuse or cancel any order prior to delivery. Some situations that may result in your order being cancelled include system or typographical errors, inaccuracies in product or pricing information or product availability, fairness among customers where supplies are limited, or problems identified by our credit or fraud departments. We also may require additional verification or information before accepting an order. We will contact you if any portion of your order is cancelled or if additional information is required to accept your order. If your order is cancelled after we have processed your payment but prior to delivery, we will of course refund your payment.
All purchases are subject to applicable shipping and handling, and sales and/or other taxes, which will be applied to your order total. For non-shippable goods, sales and/or other taxes will be calculated based on the billing address provided. For shippable goods, sales and/or other taxes will be calculated based on the shipping address provided. For orders that consist of both shippable and non-shippable goods, sales and/or other taxes will be calculated based on the shipping address provided.
For purchases where sales or transaction tax is applicable you will see the tax calculated on the checkout page before you are asked to confirm the purchase. Tax shown at checkout is an estimate and the actual tax collected may differ once we process the order. We use commercially reasonable efforts to calculate and remit the correct amount of tax required on each taxable purchase, but we do not guarantee the accuracy of the amount of the tax represented as owed. Minor errors may occur owing to the inability to accurately track multiple taxing districts, state and local “tax holidays,” and timing of rate changes or the application of certain taxes to categories of items we sell. As a result of any error, we may over collect or under collect your tax. In consideration of our allowing you access to the use of the VIRT WELLNESS Services, and in collecting and remitting taxes required on your purchases, you hereby waive your right to claim that the tax collected on any purchase is incorrect in any respect and you agree to hold us, our officers, directors, employees, agents and representatives, harmless from and against any claim, action, demand, loss, suit, or damages (including attorneys' fees) made or incurred as a result of our error in calculating the taxes you owe for your purchases.
Your Personal and Payment Information.
When you provide any information to us for any reason, such as to sign up for an offer, use our mobile applications, or purchase our VIRT WELLNESS Services, you agree to only provide true, accurate, current, and complete information. By providing any credit card or other payment method information to us, you represent that such payment information is correct, and belongs to you or you have the authority to use such payment method. In the case of e-mail, you must provide an accurate e-mail address that is registered to you. You are responsible for promptly updating your information with any changes, especially to keep your billing information current. You must promptly notify us if your payment method is cancelled (for example, for loss or theft). Changes to such information can be made by contacting us at [email protected]. To help keep your account current and prevent service interruption, you acknowledge VIRT WELLNESS may update your payment method on file when it is set to expire or based on updates it receives from the bank that issues your payment method. You agree that your placement of an electronic order on our websites is sufficient to satisfy any applicable Statute of Frauds, and no further writing is required. If you are accessing, using and/or purchasing any VIRT WELLNESS Services on behalf of a company, you represent you have sufficient authority to bind that company to these Terms.
We will take commercially reasonable efforts to ship your products within the timeframe we provided to you at the time of purchase. Please see the tracking information provided with your order confirmation for approximate delivery timeframes.
Please note that any timeframes we provide are good faith estimates and may be subject to change. We will take commercially reasonable steps to inform you in writing of any shipping delays that extend beyond the timeframe we provided at the time of purchase. Product availability may be limited in some cases and not available for immediate shipment. In that case, products may be delivered in separate shipments depending on availability. For example, if your purchase included two or more items, we may ship those products which are in stock, and later ship the other products to you when they become available. You are always welcome to contact us if you wish to cancel or modify your order due to a delay in shipping. We will not be liable beyond refunding your purchase price if there is a delay in delivering your product(s). We are not responsible for shipments which are returned to sender or refused at delivery, or shipping delays due to factors outside of our reasonable control, such as bad weather, natural disasters, strikes, protests, government disruptions, etc.
Since we are not authorized to sell our products in all jurisdictions, we may reject certain purchases based on the shipping address provided. Please note we reserve the right to set appropriate shipping terms for shipments to certain foreign jurisdictions that are fulfilled from U.S. warehouse locations.
We do not directly sell certain products in any jurisdiction other than the United States as these products may not be approved for sale in other jurisdictions. While VIRT WELLNESS may choose to accept orders for the purchase of its products from non-residents of the United States, the acceptance of such orders and the sale of such products will only be based on the following conditions precedent:
- you agree that the purchase of any VIRT WELLNESS products by you, as a non-resident of the United States, shall be (a) ex works VIRT WELLNESS's facilities (which may exist anywhere in the world) per Incoterms 2010, with all title risk and loss in the products passing to you from such facility and (b) for your own personal use only and not for further resale or distribution in any manner;
- you agree not to order more than a ninety (90) day supply of any consumable products within any ninety (90) day period;
- you hereby expressly authorize and direct VIRT WELLNESS to load and ship the purchased products to you to your designated ship to destination, and to contract on your behalf with a common carrier or courier company for that purpose;
- you are the principal importer of record, responsible for ensuring any products can be lawfully imported into your country, and will undertake responsibility for any and all applicable taxes, shipping, customs clearance, duties and import requirements from VIRT WELLNESS's facilities to your foreign ship to destination; and
- the United Nations Convention on the International Sale of Goods shall not apply to any purchase or sale, and VIRT WELLNESS expressly opts out of such application.
For products shipped outside the United States, please note that some VIRT WELLNESS Services, including without limitation, exercise programs, content, manuals, instructions and safety warnings may not be localized in destination country languages; and the products, goods, services and accompanying materials may not be designed in accordance with destination country standards, specifications, and labeling requirements. In those cases, you expressly accept those VIRT WELLNESS Services as they are sold.
The VIRT WELLNESS Services Do Not Constitute Medical Advice or Other Professional Healthcare Advice. Although VIRT WELLNESS provides its products and services with your health and safety in mind, each individual has their own limitations and it is therefore critical that you consult your physician or other licensed healthcare provider for necessary medical or appropriate care, follow all safety and other instructions provided by VIRT WELLNESS, and obtain appropriate authorization before accessing or using any VIRT WELLNESS Services, especially if you are prone to injuries, are pregnant or nursing, are under 18 years of age, or have any other unique or special medical conditions. ALL VIRT WELLNESS SERVICES ARE PROVIDED FOR ENTERTAINMENT AND INFORMATIONAL PURPOSES ONLY, AND ARE NOT INTENDED TO DIAGNOSE ANY MEDICAL OR HEALTHCARE CONDITION, REPLACE THE ADVICE OF A LICENSED HEALTHCARE PROFESSIONAL, OR PROVIDE ANY MEDICAL ADVICE, OPINION, DIAGNOSIS, TREATMENT OR GUARANTEE. VIRT WELLNESS DOES NOT PROVIDE CLINICAL SERVICES. WE ARE SOLELY PROVIDING INFORMATIONAL AND EDUCATIONAL SELF-HELP RESOURCES. THUS, IT IS EXTREMELY IMPORTANT THAT YOU CONSULT YOUR PHYSICIAN OR LICENSED HEALTHCARE PROVIDER – AND NOT VIRT WELLNESS, IN CONNECTION WITH YOUR MEDICAL OR HEALTH CONDITION. YOUR USE OF ANY VIRT WELLNESS SERVICES DOES NOT CREATE A DOCTOR-PATIENT, PROFESSIONAL-CLIENT, OR SIMILAR RELATIONSHIP BETWEEN YOU AND VIRT WELLNESS.
Any individual results using VIRT WELLNESS Services may vary.
Safety Warnings. VIRT WELLNESS provides safety warnings, along with care and use instructions for certain exercises and services. You must always carefully read and follow all such warnings and instructions prior to beginning any exercise, or service.
Age Restrictions. You must always adhere to any minimum age restrictions and limitations related to any VIRT WELLNESS Services.
Assumption of Risk. You expressly acknowledge and agree that your access, use and/or involvement with any VIRT WELLNESS Products and Services (including without limitation, exercise, and fitness products), may involve potentially dangerous and physical activities that may lead to personal and/or bodily injury, death, temporary or permanent disability, loss of services, loss of consortium, or damage to or loss of property or privacy. You hereby acknowledge and willingly accept these risks and agree to unconditionally release and hold VIRT WELLNESS harmless from and against all claims, suits, damages, losses, causes of action, costs, expenses or liability arising out of or related to your access, use and/or involvement with any VIRT WELLNESS Services.
Copyright Policy and Copyright Agent.
It is VIRT WELLNESS's policy to respect the copyright and other intellectual property rights of others. VIRT WELLNESS may remove content from its websites or other properties that appears to infringe the copyright or other intellectual property rights, including moral rights, of others. In addition, VIRT WELLNESS may terminate access by users who appear to infringe the copyright or other intellectual property rights of others.
DISPUTES, BINDING INDIVIDUAL ARBITRATION, AND WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS.
Disputes. The terms of this Section shall apply to all Disputes between you and VIRT WELLNESS. For the purposes of this Section, “Dispute” shall mean any dispute, claim, or action between you and VIRT WELLNESS arising under or relating to any VIRT WELLNESS Services, VIRT WELLNESS’s websites, these Terms, or any other transaction involving you and VIRT WELLNESS, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and shall be interpreted to be given the broadest meaning allowable under law. YOU AND VIRT WELLNESS AGREE THAT “DISPUTE” AS DEFINED IN THESE TERMS SHALL NOT INCLUDE ANY CLAIM OR CAUSE OF ACTION BY YOU OR VIRT WELLNESS FOR (i) TRADE SECRET MISAPPROPRIATION, (ii) PATENT INFRINGEMENT, (iii) COPYRIGHT INFRINGEMENT OR MISUSE, AND (iv) TRADEMARK INFRINGEMENT OR DILUTION. Moreover, notwithstanding anything else in these Terms, you agree that a court, not the arbitrator, shall decide if a claim falls within one of these four exceptions.
Binding Arbitration. You and VIRT WELLNESS further agree: (i) to arbitrate all Disputes between the parties pursuant to the provisions in these Terms; (ii) these Terms memorialize a transaction in interstate commerce; (iii) the Federal Arbitration Act (9 U.S.C. §1, et seq.) in the U.S. governs the interpretation and enforcement of this Section; and (iv) this Section shall survive termination of these Terms. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JUDGE OR JURY IN A COURT PROCEEDING AND YOUR GROUNDS FOR APPEAL ARE LIMITED. The arbitrator may award you the same damages and relief as a court sitting in proper jurisdiction could, and may award declaratory or injunctive relief. In addition, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. The decision of the arbitrator shall be final and enforceable by any court with jurisdiction over the parties.
Dispute Notice. In the event of a Dispute, you or VIRT WELLNESS must first send to the other party a notice of the Dispute that shall include a written statement that sets forth the name, address and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested (the “Dispute Notice”). The Dispute Notice to VIRT WELLNESS must be addressed to: VIRT WELLNESS, LLC, Attn.: CEO (the “VIRT WELLNESS Notice Address”). The Dispute Notice to you will be sent by certified mail to the most recent address we have on file or otherwise in our records for you. If VIRT WELLNESS and you do not reach an agreement to resolve the Dispute within sixty (60) days after the Dispute Notice is received, you or VIRT WELLNESS may commence an arbitration proceeding pursuant to this Section. Following submission and receipt of the Dispute Notice, each of us agrees to act in good faith to seek to resolve the Dispute before commencing arbitration.
WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND VIRT WELLNESS AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL, STATE OR PROVINCIAL CLASS ACTIONS, OR CLASS ARBITRATIONS. ACCORDINGLY, UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION, AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AND VIRT WELLNESS AGREE THAT NO DISPUTE SHALL PROCEED BY WAY OF CLASS ARBITRATION WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES.
Arbitration Procedure. If a party elects to commence arbitration, the arbitration shall be governed by: in the U.S., the expedited Commercial Rules of the American Arbitration Association (“AAA”) that are in effect at the time the arbitration is initiated (the “AAA Rules”), available at https://www.adr.org/or by, and under the rules set forth in these Terms; except that AAA may not administer any multiple claimant or class arbitration, as the parties agree that the arbitration shall be limited to the resolution only of individual claims. If there is a conflict between the AAA Rules or ADR Chambers Rules, as applicable, and the rules set forth in these Terms, the rules set forth in these Terms shall govern. You may, in arbitration, seek any and all remedies otherwise available to you pursuant to federal, state, provincial, territorial, or local laws. All Disputes shall be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. The arbitrator is bound by the terms of these Terms. The arbitrator, and not any federal, state, provincial, territorial, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable. Notwithstanding this broad delegation of authority to the arbitrator, a court shall determine the limited question of whether a claim or cause of action is for (i) trade secret misappropriation, (ii) patent infringement, (iii) copyright infringement or misuse, or (iv) trademark infringement or dilution, which are excluded from the definition of “Disputes” as stated above. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. You may choose to engage in arbitration hearings by telephone. Arbitration hearings not conducted by telephone shall take place in Davidson County, Tennessee.
Initiation of Arbitration Proceeding. If either you or VIRT WELLNESS decide to arbitrate a Dispute, we agree to the following procedure:
Write a Demand or Notice:
If in the U.S., write a Demand for Arbitration. The demand must include a description of the Dispute and the amount of damages sought to be recovered (“Demand for Arbitration”).
File the Demand for Arbitration or Notice to Arbitrate, plus the appropriate filing fee, to:
Send one copy of the Demand for Arbitration or Notice to Arbitrate to the other party at the same address as the Dispute Notice, or as otherwise agreed to by the parties.
Hearing Format. In all hearing formats, the arbitrator shall issue a written decision that explains the essential findings and conclusions on which an award, if any, is based. During the arbitration, the amount of any settlement offer made by VIRT WELLNESS or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or VIRT WELLNESS is entitled. The discovery or exchange of non-privileged information relevant to the Dispute may be allowed during the arbitration.
Arbitration Fees. VIRT WELLNESS shall pay, or (if applicable) reimburse you for, all JAMS or ADR Chambers (as applicable) filing, administration, and arbitrator fees for any arbitration commenced (by you or VIRT WELLNESS) pursuant to provisions of these Terms. You are responsible for all additional costs that you incur in the arbitration, including without limitation, fees for attorneys or expert witnesses.
Amendments to this Section. Notwithstanding any provision in these Terms to the contrary, you and VIRT WELLNESS agree that if VIRT WELLNESS makes any future amendments to the dispute resolution procedure and class action waiver provisions (other than a change to VIRT WELLNESS’s address) in these Terms, VIRT WELLNESS will notify you and you will have thirty (30) days from the date of notice to affirmatively opt-out of any such amendments by sending a written letter to the VIRT WELLNESS Notice Address within thirty (30) days of VIRT WELLNESS’s notification that specifies: (i) your name; (ii) your mailing address; and (iii) your request to opt-out of such amendments. If you affirmatively opt-out of any future amendments, you are agreeing that you will arbitrate any Dispute between us in accordance with the language of this Section as stated in these current Terms, without any of the proposed amendments governing. If you do not affirmatively opt-out of any future amendments, you will be deemed to have consented to any such future amendments.
Severability. If any provision in this Section is found to be unenforceable, that provision shall be severed with the remainder of these Terms remaining in full force and effect. The foregoing shall not apply to the prohibition against class or representative actions; if the prohibition against class or representative actions is found to be unenforceable, this entire Section shall be null and void. The terms of this Section shall otherwise survive any termination of these Terms.
Exclusive Venue for Other Controversies. VIRT WELLNESS and you agree that any controversy excluded from the dispute resolution procedure and class action waiver provisions in this Section (other than an individual action filed in small claims court) shall be filed only in the State Courts serving Davidson County, Tennessee, or the United States District Court serving Davidson County, Tennessee, and each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts for any such controversy.
Indemnification; Limitation of Liability.
Indemnification. You agree to indemnify and hold VIRT WELLNESS, its parents, subsidiaries, affiliates, shareholders, officers, directors, employees, agents, and suppliers harmless from and against any claim, action, demand, loss, suit, or damages (including attorneys' fees) made or incurred by any third party arising out of or relating to your improper use of any VIRT WELLNESS Services, your violation of these Terms, or your violation of any rights of a third party.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VIRT WELLNESS, LLC, OR ANY OF ITS SUBSIDIARIES, AFFILIATES OR PARENT COMPANIES, OR ANY OF THEIR SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY AND/OR IF WE WERE ADVISED OF SUCH DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO VIRT WELLNESS OR ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF ANY VIRT WELLNESS SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF VIRT WELLNESS AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU IN THE LAST NINETY (90) DAYS TO VIRT WELLNESS FOR ANY VIRT WELLNESS SERVICES. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN VIRT WELLNESS AND YOU. THE VIRT WELLNESS SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. VIRT WELLNESS WILL NOT BE LIABLE FOR FAILURE TO PERFORM ANY OBLIGATION UNDER THESE TERMS IF SUCH FAILURE IS CAUSED BY THE OCCURRENCE OF ANY UNFORESEEN CIRCUMSTANCE BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET OUTAGES, COMMUNICATIONS OUTAGES, FIRE, FLOOD, NATURAL DISASTER, CIVIL UNREST OR WAR.
Governing Law. You agree that the laws of the State of Tennessee, without regard to principles of conflict of laws, will exclusively govern these Terms and Conditions and any Dispute between you and VIRT WELLNESS. As the VIRT WELLNESS Services are controlled by VIRT WELLNESS from Tennessee, Tennessee law will apply regardless of your residence or the location where you use VIRT WELLNESS Services.
International Users. Our websites are controlled, operated, and administered by VIRT WELLNESS from its offices within the United States of America. VIRT WELLNESS makes no representation or warranty that the programs, products, and services are appropriate or available for use at locations outside of the United States, You may not use the VIRT WELLNESS Services or export the VIRT WELLNESS Services in violation of U.S. export laws and regulations. If you access the VIRT WELLNESS Services from a location outside of the United States, you are responsible for compliance with any and all local laws, rules, regulations, and ordinances.
Notices. All notices required or permitted to be given under these Terms must be in writing. VIRT WELLNESS may provide you notice by sending you an e-mail to the address on file with us, which you agree electronically satisfies any legal requirement that such notice be in writing. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR E-MAIL ADDRESS ON FILE WITH VIRT WELLNESS IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY VIRT WELLNESS OF AN EMAIL TO THAT ADDRESS. You shall give any notice to VIRT WELLNESS by means of U.S. mail, postage prepaid, to VIRT WELLNESS, LLC, , Attn: CEO. Such notice to VIRT WELLNESS shall be effective upon receipt of notice by VIRT WELLNESS.
Severability. If any provision of these Terms (except for Section 9), or a part thereof, shall be unlawful, void or for any reason unenforceable, then that provision or part thereof shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions or parts thereof.
Suspension; Termination. Notwithstanding anything to the contrary in these Terms, VIRT WELLNESS may, in its sole and absolute discretion, suspend, disable, block, or terminate your access and use of any VIRT WELLNESS Services (including without limitation, deleting your account(s) or any part thereof), or block, remove or delete any User Generated Content that you submitted, for any lawful reason, including if VIRT WELLNESS determines in its discretion that you violated these Terms (such as and including by way of example, to the extent your conduct or User Generated Content violates these Terms or could damage VIRT WELLNESS’s reputation or goodwill). If VIRT WELLNESS suspends, disables, blocks, terminates, or deletes your account, you may not re-register for or use the VIRT WELLNESS Services under any other login or profile. VIRT WELLNESS may block your access to the VIRT WELLNESS Services to prevent re-registration. You agree that VIRT WELLNESS will not be liable for any interruption or termination of your access and/or use of the VIRT WELLNESS Services.
No Third Party Beneficiaries. Except as set forth in these Terms, only you and VIRT WELLNESS may enforce these Terms; no third party shall be entitled to enforce these Terms.
Survival. The provisions of these Terms which by their nature should survive the termination of these Terms shall survive such termination.
Waiver. No waiver of any provision of these Terms by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing signed by the Chief Legal Officer of VIRT WELLNESS in order to be effective.
Assignment. VIRT WELLNESS may assign these Terms to any person or entity at any time, for any reason, with or without notice to you.
Amendments; Entire Agreement. These Terms may not be amended unless in a signed writing by the Chief Executive Officer of VIRT WELLNESS. These Terms constitute the final, exclusive and complete agreement between you and VIRT WELLNESS regarding the subject matter hereof and supersede all agreements, communications, and course of dealings between you- and VIRT WELLNESS.
Language. It is the express intent of the parties that these Terms and all related documents have been drafted in English (in the case of English versions) and French (in the case of French versions).
BUYER’S RIGHT TO CANCEL
You may cancel this contract from the day you enter into the contract until three (7) days after you enter into this contract. You do not need a reason to cancel.
If you cancel this contract, the seller has 15 days to refund your money, after you return the goods.
To cancel, you must give notice of cancellation at the address in this contract. You must give notice of cancellation by a method that will allow you to prove that you gave notice, including registered mail, fax or by personal delivery.
If you have any questions, concerns or complaints about this Terms and Conditions of Use please contact us: