Please read these Terms of Service and our Privacy Notice (together, these “Terms“) carefully as they form a contract between the Customer and VITAZA, Inc. and its Group Companies (collectively “VITAZA” or “Provider“) and govern use of and access to and use of our Products, Service(s), Events, Applications and Websites (collectively, the “Service“) by Customer, Customer’s Affiliates, Users and End-Users. In the event of a conflict between these terms of service and our Privacy Notice, these terms of service shall prevail.
These Terms of Service are applicable and effective immediately for users accessing or using the Service without an Account or those registering Accounts. Do not access or use the Service if you are unwilling or unable to be bound by the Terms.
Customer and Provider are individually referred to as “Party” and collectively as “Parties.”
The Parties agree as follows:
“You” and “your” refer to you, as a user of the Service. A “user” is someone who accesses or in any way uses the Service. “We” and “us” refer to VITAZA and its related entities.
“Content” means text, images, photos, audio, video, and all other forms of data or communication. “Your Content” means Content that you submit or transmit to, through, or in connection with the Service, such as ratings, reviews, photos, videos, compliments, invitations, check-ins, votes, friending and following activity, direct messages, and information that you contribute to your user profile or suggest for a business page. “User Content” means Content that users submit or transmit to, through, or in connection with the Service. “VITAZA Content” means Content that we create and make available in connection with the Service. “Third Party Content” means Content that originates from parties other than VITAZA or its users, which is made available in connection with the Service. “Service Content” means all the Content that is made available in connection with the Service, including Your Content, User Content, VITAZA Content, and Third-Party Content.
Sites and Accounts. “Business Site” means VITAZA’s business-to-business website and mobile applications. “Business Account” means the account you create to access or use the platform and mobile applications. “Account” means any Consumer or Business Account.
2.0 CHANGES TO THE TERMS
We may change the Terms from time to time. You understand and agree that your access to or use of the Service is governed by the Terms effective at the time of your access to or use of the Service. If we make material changes to these Terms, we will notify you by email, by posting notice on the Service, and/or by other method prior to the effective date of the changes. We will also indicate at the top of this page the date that such changes were last made. You should revisit these Terms on a regular basis as revised versions will be binding on you. You understand and agree that your continued access to or use of the Service after the effective date of changes to the Terms represents your acceptance of such changes.
We may translate these Terms into other languages for your convenience. Nevertheless, the English version governs your relationship with VITAZA, and any inconsistencies among the different versions will be resolved in favor of the English version.
4.0 USING THE SERVICE
To access or use the Service, you must have the requisite power and authority to enter into these Terms. You may not access or use the Service if you are a competitor of VITAZA or if we have previously banned you from the Service or closed your Account.
Permission to Use the Service. We grant you permission to use the Service subject to these Terms. Your use of the Service is at your own risk, including the risk that you might be exposed to Content that is offensive, indecent, inaccurate, objectionable, incomplete, fails to provide adequate warning about potential risks or hazards, or is otherwise inappropriate.
Service Availability. The Service may be modified, updated, interrupted, suspended, or discontinued at any time without notice or liability.
You must create an Account and provide certain information about yourself to use some of the features that are offered through the Service. You are responsible for maintaining the confidentiality of your Account password. You are also responsible for all activities that occur in connection with your Account. You agree to notify us immediately of any unauthorized use of your Account. We reserve the right to close your Account at any time for any or no reason. We ask that you provide complete and accurate information about yourself when creating an Account to bolster your credibility as a contributor to the Service. You may not impersonate someone else, provide an email address other than your own or create multiple Accounts.
Communications from VITAZA and Others. By accessing or using the Service, you consent to receive communications from other users and VITAZA through the Service, or through any other means such as emails, push notifications, text messages (including SMS and MMS) and phone calls. These communications may promote VITAZA or businesses listed on VITAZA, and may be initiated by VITAZA, businesses listed on VITAZA, or other users. Any communications, including phone calls, with VIAZA or made through the Service may be monitored and recorded for quality purposes. You can opt-out of certain communications.
5.0 BOOKING AND TRANSACTING
You may access features through the Service that allow you to book or transact online or with local businesses. These features may be provided by VITAZA’s third-party partners, including through iframes or similar formats, and their use may be governed by different or additional terms presented to you as part of the booking or transaction process. Please note that such third-party partners and/or the transacting businesses themselves are responsible for fulfilling such bookings and transactions.
Payments and Cancellations. You may be required to provide your credit card information to confirm a booking, and will be charged any applicable fees, including cancellation or no-show fees in accordance with the transacting local business’s cancellation policy provided at the time of booking. You agree that VITAZA may facilitate any such payments and charges on behalf of the transacting the online or local business.
Offers and Promotions. Any offers and promotions that VITAZA might issue for use in connection with the Service are non-transferable (unless required by law), not redeemable for cash or any other consideration, and automatically expire thirty (30) days after the issue date unless otherwise specified. If your Account is terminated you will not be able to use any unexpired and unused offers or promotions, and any such offers or promotions will automatically terminate and cannot be redeemed unless required by law.
6.0 BILLING, PLAN MODIFICATIONS AND PAYMENT
Charges: All charges associated with Customer’s Account (“SubscriptionFees“) are set forth in “Plans and Pricing” on the Website(s) and due in full and payable in advance. Payment obligations are non-cancelable, and except as expressly permitted in the Terms, fees paid are non-refundable.
Payment methods: Customer shall pay the Subscription Fees through an accepted payment method as specified on the Website(s).
Renewal: Customer’s subscription to the Service(s) will renew automatically for a Subscription Term in accordance with the renewal terms and conditions set forth in Section 8.1.
Late Payments/Non-payment of Subscription Fees: If the Subscription Fees are more than thirty (30) days overdue, then, following a notification of suspension, Provider may suspend Customer’s access to the Service(s), including, without limitation, Customer’s Account, until such unpaid Subscription Fees are paid in full. Customer further acknowledges that Provider is not required to serve notices for late payments of Subscription Fees.
Upgrades: Subject to the Terms, Customer may upgrade Customer’s Account at any time during the Subscription Term (or any renewals thereof in accordance with Section 8.1) through the Website(s). When Customer upgrades its Account, the new Subscription Fees become immediately applicable and the new Subscription Fees for the subsisting month will be charged on a pro-rated basis.
Applicable Taxes: Except as set forth on the Website(s), the Subscription Fees do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). Customer agrees to pay applicable direct or indirect Taxes associated with its purchases hereunder. If Customer has an obligation to withhold any amounts under any law or tax regime (other than U.S. income tax law), Customer shall gross up the payments so that the Provider receives the amount quoted and invoiced. If the Provider has the legal obligation to pay or collect Taxes for which Customer is responsible for this section, the appropriate amount shall be invoiced and paid by the Customer, unless the Customer provides Provider with a valid tax exemption certificate authorized by the appropriate taxing authority.
7.0 TERM, TERMINATION, AND SUSPENSION
Term: These Terms shall be deemed effective for Customers the date of sign up and shall continue through the Subscription Term. Service Plans commence on the date of sign up and continue for the Subscription Term specified therein. You may terminate the Terms at any time by closing your Account, discontinuing any access to or use of the Service, and providing VITAZA with a notice of termination. Unless a Party cancels 5 days prior to the expiration of the relevant Subscription Term, Service Plans will automatically renew for a period equal to the previous Subscription Term and such renewal plan shall be at the then current subscription rates. Provider reserves the right to increase the subscription fees on an annual basis at the beginning of each Subscription Term.
Suspension: We may close your Account, suspend your ability to use certain portions of the Service, terminate any license or permission granted to you hereunder, and/or ban you altogether from the Service for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your Account, the Service, Your Content, Service Content, or any other related information.
Termination: Provider reserves the right to terminate these Terms and any Service(s) hereunder in addition to suspension, if; (i) a breach by Customer remains uncured for more than ten (10) days from the breach; or (ii) if Provider believes that Customer’s breach of the Terms cannot be cured. Upon such termination, Customer must immediately pay any then unpaid Subscription Fees associated with the remainder of such Subscription Term. Either Party may terminate these Terms by written notice to the other Party if (i) such other Party materially breaches the Terms and does not cure such breach within thirty (30) days of such notice, or (ii) immediately in the event the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Free Trial Customers: Upon the expiration of Customer’s free trial, Provider may immediately suspend Customer’s access to the Service(s), including, without limitation, Customer’s Account. Customer must export Service Data before the end of the free trial or Service Data will be permanently lost. Provider shall have no obligation to maintain, store or otherwise retain Service Data beyond the end of the free trial period.
In the event of any termination of these Terms, whether by you or us, the Terms of Service will continue in full force and effect.
Responsibility for Your Content. You alone are responsible for Your Content, and once posted to VITAZA, it cannot always be withdrawn. You assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy, or reliability, and any risks associated with personal information you disclose. You represent that you own or have the necessary permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by VITAZA. You may expose yourself to liability if, for example, Your Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, service mark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; violates or advocates the violation of any law or regulation; or violates these Terms.
Our Right to Use Your Content. We may use Your Content in several different ways, including by publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms (“Other Media”). As such, you hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use Your Content for any purpose. Please note that you also irrevocably grant the users of the Service and any Other Media the right to access Your Content in connection with their use of the Service and any Other Media. Finally, you irrevocably waive, and cause to be waived, against VITAZA and its users any claims and assertions of moral rights or attribution with respect to Your Content. By “use” we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Content.
As between you and VITAZA, you own Your Content. We own the VITAZA Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation (including, but not limited to, our selection, coordination, aggregation, and arrangement of User Content and other Service Content), computer code, products, software, aggregate star ratings, and all other elements and components of the Service excluding Your Content, User Content and Third-Party Content. We also own the copyrights, trademarks, service marks, trade names, trade secrets, and other intellectual and proprietary rights throughout the world associated with the VITAZA Content and the Service, which are protected by copyright, trade dress, patent, trademark, and trade secret laws and all other applicable intellectual and proprietary rights and laws. As such, you may not sell, license, copy, publish, modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way use or exploit any of the VITAZA Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Service and the VITAZA Content are retained by us.
VITAZA and its licensees may publicly display advertisements, paid content, and other information nearby or in association with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.
User Content (including any that may have been created by users employed or contracted by VITAZA) does not necessarily reflect the opinion of VITAZA. Except as required by law, we have no obligation to retain or provide you with copies of Your Content, and we do not guarantee any confidentiality with respect to Your Content. We reserve the right to remove, screen, edit, or reinstate User Content at our sole discretion for any reason or no reason, and without notice to you. For example, we may remove a review if we believe it violates our Content Guidelines. Except where explicitly stated, VITAZA does not attempt to verify any licenses an online or local business or its representatives may have, and consumers should inquire about any such licenses with the business directly.
9.0 DATA EXPORT
Provider strongly recommends that Customer export all Service Data before Customer terminates Customer’s Account. Customer agrees following the termination of Customer’s Account either by Customer or Provider, Service Data will be retained or deleted in accordance with Supplemental Terms, as applicable to Customer. Where the Service Data is retained and can be exported, Customer may contact Provider within such Data Retention Period to export Customer’s Service Data. Service Data cannot be recovered once it is deleted.
If Customer chooses, or Customer is provided with, a user identification code, password, or any other piece of information as part of Provider’s security procedures, Customer must treat such information as confidential. Customer must not disclose it to any third party. Provider has the right to disable any user identification code/user login or password, whether chosen by Customer or allocated by Provider, at any time, if in Provider’s reasonable opinion, Customer has failed to comply with any of the provisions of the Terms.
Confidentiality obligations: Each of the Parties will protect the other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as each of the Parties protects its own Confidential Information, and in any event, no less than reasonable care. Except as otherwise expressly permitted pursuant to the Terms, each of the Parties may use the other’s Confidential Information solely to exercise its respective rights and perform its respective obligations under the Terms and shall disclose such Confidential Information solely to those of its respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound in writing to maintain the confidentiality of, and not misuse, such Confidential Information; provided, however, that Provider may use feedback and Customer (or Customer’s End-Users) data to provide Customer reports on Customer’s usage/implementation of the Service(s), or for Provider’s product development. The provisions of this sub-section shall supersede any non-disclosure agreement by and between the Parties entered into, prior to the Terms that would purport to address the confidentiality of Service Data and such agreement shall have no further force or effect with respect to Service Data.
Data Security: Provider will use appropriate technical and organizational measures to protect the Service Data. Provider’s measures are designed to provide a level of security appropriate to the risk of Processing the Service Data. Customer understands that Provider and its Affiliates shall process Service Data in accordance with Applicable Data Protection Law(s) and in accordance with its Privacy Notice which is incorporated into the Terms by reference.
11.0 REPRESENTATIONS AND WARRANTIES
We are under no obligation to enforce the Terms on your behalf against another user. While we encourage you to let us know if you believe another user has violated the Terms, we reserve the right to investigate and take appropriate action at our sole discretion. You represent and warrant that:
You have read and understood our Content Guidelines.
Prior to attending any event listed on the Service, you have read and agree to our Event Terms and Conditions.
You also represent and warrant that you will not, and will not assist, encourage, or enable others to use the Service to:
Violate our Terms, including the Content Guidelines, Event Terms and any other terms not listed.
Post any fake or defamatory review, trade reviews with others, or compensate someone or be compensated to post, refrain from posting or remove a review.
Violate any third party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right.
Threaten, stalk, harm, or harass others, or promote bigotry or discrimination.
Promote a business or other commercial venture or event, or otherwise use the Service for commercial purposes, except in connection with a Business Account in accordance with the Business Terms.
Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the Service’s search results, review Recommendation Software (as defined in the Business Terms below), or any third-party website.
Solicit personal information from minors, submit or transmit pornography.
Violate any applicable law.
Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Service or Service Content (other than Your Content), except as expressly authorized by VITAZA.
Use any robot, spider, Service search/retrieval application or other automated device, process or means to access, retrieve, copy, scrape or index any portion of the Service or any Service Content, except as expressly permitted by VITAZA.
Reverse engineer any portion of the Service, unless applicable law prohibits this restriction, in which case you agree to provide us with 30 days’ prior written notice.
Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Service or on any materials printed or copied from the Service.
Record, process, or mine information about users.
Access, retrieve or index any portion of the Service for purposes of constructing or populating a searchable database of business reviews.
Reformat or frame any portion of the Service.
Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on VITAZA’s technology infrastructure or otherwise make excessive traffic demands of the Service.
Attempt to gain unauthorized access to the Service, Accounts, computer systems or networks connected to the Service through hacking, password mining or any other means.
Use the Service or any Service Content to transmit any computer viruses, worms, defects, Trojan horses, malicious code, spyware, malware, or other items of a destructive or harmful nature.
Use any device, software or routine that interferes with the proper working of the Service, or otherwise attempt to interfere with the proper working of the Service.
Use the Service to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Service or Service Content.
Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of Service Content, or features that enforce limitations on the use of the Service.
12.0 SUGGESTIONS AND IMPROVEMENTS
By sending us any ideas, suggestions, documents or proposals (“Feedback“), you agree that (i) your Feedback does not contain any third party confidential or proprietary information, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, (iv) we have no obligation to review, consider, or implement the Feedback, or to return to you all or part of the Feedback, and (v) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide, assignable, sublicensable, transferable license to use, modify, prepare derivative works of, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against VITAZA and its users any claims and assertions of any moral rights contained in such Feedback.
You agree to indemnify, defend and hold harmless VITAZA, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents, contractors and representatives of each of them (collectively, the “VITAZA Entities“) from and against any and all third party claims, actions, demands, losses, damages, costs, liabilities and expenses (including but not limited to attorneys’ fees and court costs) arising out of or relating to: (i) your access to or use of the Service, including Your Content, (ii) your violation of the Terms, (iii) your breach of your representations and warranties provided under these Terms, (iv) any products or services purchased or obtained by you in connection with the Service, (v) your products or services, or the marketing or provision thereof to end users, or (vi) the infringement by you, or any third party using your Account, of any intellectual property or other right of any person or entity. VITAZA reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of VITAZA. VITAZA will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
14.0 DISCLAIMERS AND LIMITATIONS OF LIABILITY
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE VITAZA ENTITIES TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. BY ACCESSING OR USING THE SERVICE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
THE SERVICE AND SERVICE CONTENT ARE MADE AVAILABLE TO YOU ON AN “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE VITAZA ENTITIES MAY NOT MONITOR, CONTROL, OR VET USER CONTENT OR THIRD-PARTY CONTENT. AS SUCH, YOUR USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK. THE VITAZA ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, COMPLETENESS, ACCURACY, OR RELIABILITY OF THE SERVICE, ITS SAFETY OR SECURITY, INCLUDING WITHOUT LIMITATION THE SECURITY OF YOUR DATA, OR THE SERVICE CONTENT. ACCORDINGLY, THE VITAZA ENTITIES ARE NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SERVICE’S INOPERABILITY, DEPLETION OF BATTERY POWER OR OTHER IMPAIRMENT OF DEVICES USED TO ACCESS THE SERVICE, SERVICE UNAVAILABILITY, SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, RATINGS, REVIEWS (INCLUDING THEIR CONTENT OR OMISSION OF CONTENT, ORDER, AND DISPLAY), METRICS OR OTHER CONTENT FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SERVICE.
THE VITAZA ENTITIES MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD-PARTY, SUCH AS THE BUSINESSES OR ADVERTISERS LISTED ON THE SERVICE OR THAT OFFER GOODS OR SERVICES THROUGH THE SERVICE OR THE SERVICE’S USERS. ACCORDINGLY, THE VITAZA ENTITIES ARE NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE FROM ANY SUCH THIRD PARTY’S ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES OR ADVERTISERS LISTED OR FEATURED ON THE SERVICE. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SERVICE IS AT YOUR OWN DISCRETION AND RISK.
YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO OR USE OF THE SERVICE.
THE VITAZA ENTITIES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICE OR THESE TERMS IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO THE VITAZA ENTITIES IN CONNECTION WITH THE SERVICE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $100.
THE VITAZA ENTITIES’ LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE VITAZA ENTITIES WILL NOT BE LIABLE FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS OR REVENUE, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, (v) LOSS OF INFORMATION OR DATA; OR (vi) LIABILITY WITH RESPECT TO A CONSUMER ALERT POSTED ON ANY VITAZA BUSINESS PAGES FOR YOUR BUSINESS. THE WAIVERS AND LIMITATIONS SPECIFIED IN THIS SECTION 12 WILL SURVIVE AND APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
15.0 ARBITRATION, DISPUTES, AND CHOICE OF LAW
EXCEPT FOR EXCLUDED CLAIMS: ANY CLAIM, CAUSE OF ACTION, REQUEST FOR RELIEF OR DISPUTE THAT MIGHT ARISE BETWEEN YOU AND VITAZA (“CLAIMS“) MUST BE RESOLVED BY ARBITRATION ON AN INDIVIDUAL BASIS; YOU AND WE AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN OUR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND VITAZA AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. YOU AND VITAZA EXPRESSLY WAIVE THE RIGHT TO TRIAL BY A JURY.
“Excluded Claims” means: (a) Claims brought by you or VITAZA that could be brought in small claims court, if permitted by the rules of that court, or (b) Claims related to intellectual property (like copyrights and trademarks), violations of VITAZA’s APIs, or a breach of Section 7 (Representations and Warranties) above. Excluded Claims may be brought in court. Any issues relating to the scope and enforceability of the arbitration provision will be resolved by the arbitrator. If any Claim cannot be arbitrated in accordance with this provision, then only that Claim may be brought in court and all other Claims remain subject to arbitration.
Excluded Claims and Claims that cannot be arbitrated must be brought in court. Florida law will govern these Terms (to the extent not preempted or inconsistent with federal law), as well as any such Excluded Claim or Claim that cannot be arbitrated, without regard to conflict of law provisions. You or VITAZA may seek relief in any small claims court of competent jurisdiction. All other Excluded Claims and Claims that cannot be arbitrated are subject to the exclusive jurisdiction in, and the exclusive venue of, the state and federal courts located within Broward County, Florida and you consent to the personal jurisdiction of these courts for the purpose of litigating any such Claim.
Arbitration shall be administered by the American Arbitration Association (“AAA”) in accordance with its Consumer Arbitration Rules then in effect. Arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator may award damages to you individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy your individual claim.
We waive any right to seek an award of attorneys’ fees and expenses in connection with any non-frivolous arbitration between you and us.
16.0 GENERAL TERMS
We reserve the right to modify, update, or discontinue the Service at our sole discretion, at any time, for any or no reason, and without notice or liability.
Except as otherwise stated in Section 10 above, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.
The Terms contain the entire agreement between you and us regarding the use of the Service and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.
Any failure on VITAZA’s part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. The Terms may not be waived, except pursuant to a writing executed by VITAZA.
If any provision of the Terms is found to be unenforceable or invalid by an arbitrator or court of competent jurisdiction, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.
The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with VITAZA’s prior written consent but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void.
You agree that no joint venture, partnership, employment, agency, special or fiduciary relationship exists between you and VITAZA because of these Terms or your use of the Service.
The section titles in the Terms are for convenience only and have no legal or contractual effect.
Business and Plaza Listing Terms
The following terms (“Listings Terms“), in addition to the Terms of Service above, govern your access to and use of your Listings. In the event of any conflict between these Listing Terms and the Terms of Service, the Listing Terms apply. If you have purchased products or services from VITAZA on behalf of your business, the terms of that purchase apply in the event of any conflict with these Listing Terms. Capitalized words used but not defined in these Listing Terms have the meanings described in the Terms of Service. By creating, accessing, or using Listings, you are agreeing to these Listing Terms and concluding a legally binding contract with VITAZA. You are not authorized to create, access, or use Listings if you do not agree to these Terms.
PLEASE READ THESE LISTING TERMS CAREFULLY AS THEY REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
In the event of any termination of these Listing Terms, whether by you or us, these Listing Terms in their entirety will continue in full force and effect.
1.0 REQUIREMENTS, REPRESENTATIONS AND WARRANTIES
To access or use the Services, you agree that:
You have the authority to act on behalf of the business or businesses associated with or claimed and bind any such business (including any corresponding business entity) to the Listing Terms (such business or businesses, your “Business“).
Your access to or use of the Listings will only be in your capacity as an authorized representative of your Business.
Your Business complies with applicable laws and does not offer, advertise, sell, or lease illegal products and/or services.
You grant VITAZA a non-transferable, non-exclusive, royalty-free limited license to display your public website on the Services or allow for its display through iframes or other framing technology.
You agree that we may contact you, including by phone or email, using the contact information you provide us, make publicly available, or that we have on record for your business, and that our communications (including phone calls) with you may be monitored and recorded for quality purposes.
You understand and acknowledge that non-disparagement clauses in certain consumer contracts, such as clauses that seek to restrict or prohibit reviews (including provisions that penalize consumers for posting reviews) about your Business, are prohibited under Florida law (Cal. Civil Code § 1670.8) and under the federal Consumer Review Fairness Act (15 U.S. Code § 45b) and you agree that you will not include such clauses in your consumer contracts, or otherwise attempt to enforce non-disparagement or ‘gag’ clauses against consumers under any circumstances. You understand that we may publicly notify consumers if we have a good faith belief that such clauses are used by your Business.
You represent and warrant that you will not, and will not authorize or induce any other party, to:
Offer incentives of any kind, such as discounts, freebies, refunds, gift cards, contest entries, offers, or deals in exchange for the posting of reviews of your Business, or to prevent or remove reviews, and you understand and acknowledge that VITAZA may publicly notify consumers about such incentives and other attempts to obtain, prevent, or remove reviews.
Write reviews for your Business’s competitors.
Pay or induce anyone to post, refrain from posting, or remove reviews, or otherwise attempt to circumvent the systems.
Attempt to generate automated, fraudulent, or otherwise invalid ad impressions, inquiries, conversions, ad clicks or other actions.
Use any automated means or form of scraping or data extraction to access, query or otherwise collect VITAZA data, content and/or reviews, except as expressly permitted by VITAZA.
Use any VITAZA trademark or service mark in any manner without VITAZA’s prior written consent.
Misrepresent your identity or affiliation to anyone in connection with VITAZA.
You understand and acknowledge that VITAZA allows others to post Content about your Business, including photos, ratings, and reviews. You understand and acknowledge that any purchase of advertising or other paid features from VITAZA will not influence recommendations or otherwise allow or enable You, directly or indirectly, to alter reviews or impact whether, where, or how reviews appear on VITAZA.
2.0 DISCLAIMERS AND LIMITATIONS OF LIABILITY
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE VITAZA ENTITIES TO YOU. FOR CLARITY, THE BELOW APPLIES IN ADDITION TO THE DISCLAIMERS AND LIMITATIONS OF LIABILITY DETAILED IN SECTION 12 OF THE TERMS. The federal Communications Decency Act (47 U.S. Code § 230) limits the liability of interactive computer services, like VITAZA, for their role in publishing third-party Content, including consumer reviews. Additionally, anti-SLAPP laws, such as Proc. Code § 425.16 in Florida, may require you to pay VITAZA’s attorneys’ fees if you attempt to impose such liability on VITAZA through legal proceedings.
3.0 ARBITRATION, DISPUTES, AND CHOICE OF LAW
FOR CLARITY, THIS SECTION GOVERNS ANY BUSINESS CLAIM BROUGHT BY YOU OR VITAZA. ANY CLAIM NOT SUBJECT TO THIS SECTION IS INSTEAD GOVERNED BY SECTION 12 OF THE TERMS OF SERVICE.
Except for Excluded Business Claims, any controversy or claim arising out of or relating to: (a) these Terms, or the breach thereof; or (b) your access to or use of your Business Account or Business Site; (each such controversy or claim, a “BusinessClaim“), shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator will issue a reasoned award in writing, including all findings of fact and law upon which the award was made. The arbitrator will not have the power to commit errors of law, and the award may be vacated or corrected through judicial review by a court of competent jurisdiction under the Florida Arbitration Act for any such error. “Excluded Business Claims” means Claims related to intellectual property (like copyrights and trademarks) or violations of Section 7 of the Terms of Service (Representations and Warranties). Business Claims shall be heard by a single arbitrator. Arbitrations will be held in Broward County, Florida, but the parties may choose for themselves whether to appear in person, by phone, or through the submission of documents. The arbitration shall be governed by the laws of the State of Florida. The prevailing party shall be entitled to an award of reasonable attorneys’ fees. NOTWITHSTANDING THE FOREGOING, FOR ANY BUSINESS CLAIM THAT IS NOT SUBJECT TO ARBITRATION, INCLUDING WITHOUT LIMITATION EXCLUDED BUSINESS CLAIMS, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN BROWARD COUNTY, FLORIDA, WHICH IS THE PLACE OF PERFORMANCE OF THESE BUSINESS TERMS. YOU AND VITAZA AGREE THAT EACH MAY BRING OR PARTICIPATE IN BUSINESS CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND VITAZA AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE BUSINESS CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF A BUSINESS CLAIM IMPLICATES THIS SECTION, AND THIS SECTION IS FOUND TO BE INVALID, UNENFORCEABLE, OR ILLEGAL BY A COURT, SUCH BUSINESS CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.
Event Attendance and Participation Terms
These terms and conditions govern attendance and participation in Events listed on VITAZA, including but not limited to an event, gathering, promotion, contest, meet-up or the like that may be hosted by VITAZA or by a third-party. To participate or attend a VITAZA Event, you must first agree to these Event Terms. If, after reading these Event Terms, you find that you cannot or will not agree to any terms or conditions within it, please do not RSVP to or attend any Events. If you RSVP to any Events, you acknowledge that you have read, understand and agree to these Terms.
You represent that (a) you are at least 21 years old (or otherwise over the legal drinking age in your jurisdiction), (b) you have the requisite power and authority to enter into these Event Terms, and (c) you have read and understood these Terms.
VITAZA, its sponsors and vendors may take photos and videos at Events, which are later used them for promotional purposes. By participating or attending any VITAZA Event, you agree that you may appear in some of these photos and videos, and you authorize their use for this purpose. If you take any photos or videos of attendees at a VITAZA Event and provide them to us, you authorize us to use them in this manner, and represent that the attendees that appear in your photos and videos have also consented to such use.
3.0 ASSUMPTION OF RISK / RELEASE OF LIABILITY / INDEMNITY
Assumption of Risk. Although we try to create a safe environment, things happen and we ask that you do your part to help limit the possibility that you might get injured at an Event. You agree to carefully consider the inherent risks in any activities that you choose to take part in and to take reasonable precautions before you choose to attend or participate at an Event. This includes ensuring that you are in good physical health before engaging in any physical activity and drinking responsibly given the risks associated with drunk driving and participating in activities while your judgment is impaired. You understand that your attendance and participation in Events is voluntary, and you agree to assume responsibility for any resulting injuries to the fullest extent permitted under applicable law. By the same token, you agree that VITAZA is not responsible for any injuries or accidents that you might sustain while attending third-party Events.
Release of Liability. You (for yourself, your heirs, personal representatives, or assigns, and anyone else who might make a claim on your behalf) hereby release, waive, discharge and covenant not to sue VITAZA and its respective parent companies, subsidiaries, affiliates, officers, directors, partners, shareholders, members, agents, employees, vendors, sponsors, and volunteers from any and all claims, demands, causes of action, damages, losses or expenses (including court costs and reasonable attorney’s fees) which may arise out of, result from, or relate in any way to your attendance at any Event, except, of course, for any gross negligence or willful misconduct on our part.
By the same token, you agree to indemnify and hold VITAZA, its parents, subsidiaries, affiliates, officers, directors, employees, agents and representatives harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party due to, related to, or connected with your attendance or conduct at any Event.
While we hope not to, VITAZA may prohibit your attendance at an Event if you fail to abide by these Event Terms, the Terms of Service, or for any or no reason, without notice or liability of any kind. In the event of any termination, whether by you or us, these Event Terms will remain in full force and effect.
5.0 ARBITRATION, DISPUTES, AND CHOICE OF LAW
FOR CLARITY, THIS SECTION GOVERNS ANY BUSINESS CLAIM BROUGHT BY YOU OR VITAZA. ANY CLAIM NOT SUBJECT TO THIS SECTION IS INSTEAD GOVERNED BY SECTION 12 OF THE TERMS OF SERVICE.
Florida law will govern these Event Terms, as well as any claim, cause of action or dispute that might arise between you and VITAZA (a “Claim”), without regard to conflict of law provisions. FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN BROWARD COUNTY, FLORIDA.
6.0 GENERAL TERMS
You agree that you will not represent yourself as an employee, representative, or agent of VITAZA (unless, of course, you are employed by VITAZA, in which case these Event Terms will govern your participation in any Event to the extent such Terms are not inconsistent with VITAZA’s standard employment agreements or policies). We reserve the right to cancel an Event at any time, for any reason, and without liability or prejudice. Any failure on VITAZA’s part to exercise or enforce any right or provision of the Event Terms does not constitute a waiver of such right or provision. If any provision of the Event Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Event Terms shall otherwise remain in full force and effect and enforceable.
1.0 PRODUCTS AND SERVICES
We do not control or endorse any Third-Party Services. You agree that we are not responsible for the availability, accuracy, or content of any such Third-Party Services. Your use of and reliance on any Third-Party Services is at your own risk. Some of the services made available through the Service and Third-Party Services may be subject to additional third-party terms of service, privacy policies, licensing terms and disclosures, and other terms, conditions, and policies. It is your responsibility to familiarize yourself with any such applicable third-party terms.
Third-Party Services is governed by their own terms and privacy policies. By using the Third-Party Services, Customer understands and agrees that Provider is neither responsible for Customer’s use of these Third-Party Offers and Information, nor does it provide any warranties whatsoever for these Third-Party Services. Provider is also not liable for any damage or loss caused or alleged to be caused by or in connection with Customer’s enablement, access or use of any such Third-Party Services, or Customer’s reliance on the privacy practices, data security processes or other policies of such Third-Party Services. Customer understands that Provider is not responsible for providing technical support for the Third-Party Services and that Provider is not responsible for the data hosting and data transfer practices followed by providers of such Third-Party Services.
You may not offer direct payments to Vendors using payment systems outside of the VITAZA platform.
You may not offer Vendors to pay, or make payment using any method other than through the VITAZA.com site. In case you have been asked to use an alternative payment method, please report it immediately to Customer Support at https://vitaza.com/contact-us.
2.0 PROPRIETARY CONTENT AND DATA
Some of the Third-Party Content, including some of the business listing information, events, products, services, and business photos on VITAZA.com, is the proprietary and copyrighted work of a Third-Party and/or VITAZA. You may not distribute, sell, rent, sublicense, or lease such Third-Party Content, in whole or in part to any third party; and you may not use it for any other purpose other than your personal, non-commercial use.
Some of the Third-Party Content was licensed from OneSource Data. For all such information, the following applies: “This information is proprietary to OneSource Data and is protected under U.S. copyright laws and international treaty provisions. This information is licensed for your personal or professional use and may not be resold or provided to others. You may not distribute, sell, rent, sublicense, or lease such information, in whole or in part to any third party; and you will not make such OneSource Data information available in whole or in part to any other user in any networked or time-sharing environment, or transfer the information in whole or in part to any computer other than the computer used to access this information.”