TERMS AND CONDITIONS – GENERAL

Vital Pharmaceuticals, Inc., d/b/a VPX Sports (“VPX,” “we,” “us,” or “our”) owns and operates this website, vpxsports.com.  These Terms and Conditions – General (“Terms of Use”) apply to the website located at vpxsports.com and all associated websites owned or operated by VPX which are linked to vpxsports.com (collectively referred to as the “Site”).  BY USING THIS SITE, YOU AGREE THAT YOU HAVE THOROUGHLY READ AND UNDERSTAND THE TERMS OF USE.  IF YOU DO NOT UNDERSTAND OR AGREE TO THESE TERMS OF USE, DO NOT USE THIS SITE.

Further, this Site contains many of the valuable trademarks, names, titles, logos, images, designs, copyrights and other proprietary materials owned and/or registered by VPX and its affiliates (the “Trademarks”). Your access to and use of the Site is subject to these Terms of Use and Privacy Policy. VPX, in its sole discretion, may revise and update these Terms of Use at any time. You are bound by any such revisions and should therefore periodically visit this page to review the then current Terms of Use. As long as you comply with these Terms of Use, we grant you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.

Terms and Conditions

You should assume that all materials, content, designs, text, and images (collectively, the “Materials”) contained in the Site are either the copyrighted property of VPX or its affiliates or are the copyrighted property of third parties. VPX neither represents nor warrants that your use of the Materials will not infringe the rights of third parties not owned by or affiliated with VPX.

You may download one (1) single hard copy of Materials displayed on the Site for non-commercial, personal use only, provided, however, you do not delete or modify the copyright, trademark, and other proprietary notices contained on the Materials. You may not modify, alter or change any Materials or distribute, publish, transmit, reuse, re-post or use the content of the Site for public or commercial purposes, including, without limitation, the text, images, audio and video.

Unauthorized use of the Materials is strictly prohibited and is a violation of the rights of VPX, its affiliates, and/or third parties, including, without limitation, under copyright laws, trademark laws, the laws of privacy and publicity.

While VPX uses reasonable efforts to include accurate and up to date information on the Site, we make no warranties or representations as to the accuracy, correctness, and reliability of such information. VPX makes no representations that the Materials presented on this Site are appropriate or available for use in countries other than the United States. Those who do access this Site from other countries are solely responsible for compliance with the local laws of that country. Moreover, VPX does not assume any liability or responsibility for any omissions or errors (including, without limitation, typographical errors and technical errors) contained in the Material contained in the Site.

All offers set forth on the Site are void where prohibited, and are subject to the posting of any official rules pertaining to such offers.

Information on the Site is subject to change without notice. Information regarding VPX’s products and services is applicable only in the United States, unless otherwise expressly noted. Certain VPX-brand products and services may not be available in certain territories.

Use of and browsing on the Site is done at user’s own risk. Neither VPX nor any other party involved in creating, producing or delivering the Site shall be liable for any direct, incidental, special, consequential, indirect or punitive damages arising out of user’s access to, or use of, or browsing the Site, or downloading of any materials, data, text, images, video or audio from the Site, including, without limitation, damage to, or viruses that may infect, your computer equipment or other property as a result thereof.  Without limiting the foregoing, everything on the Site is provided to you “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.

From time to time, VPX may ask that you transmit to the Site, by e-mail, your feedback on its products and/or services. Any communication or material you transmit or post to this Site will be (a) treated as non-confidential and non-proprietary by VPX, (b) become the property of VPX, in which VPX shall now and hereinafter own all rights, title, and interest therein, and (c) used without restriction by VPX or its licensees and affiliates at their sole discretion without any obligation, compensation or other liability to you. Such use may be for any purpose whatsoever, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting whole or in part, in any medium and in any manner on this Site or otherwise.

Notwithstanding the foregoing, VPX maintains a longstanding policy of not accepting or considering any unsolicited creative ideas, suggestions or materials from the public (“Submissions”) and, therefore, you should not make any Submissions to VPX in any communications through this Site or otherwise. Nonetheless, if you do send us a Submission, despite our request not to do so, then such Submission shall immediately become the property of VPX and we shall exclusively now and hereinafter own all rights, title, and interest therein. Moreover, VPX shall be free to use any Submissions for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products. VPX shall not be liable for or be responsible for payment of any compensation for such use or disclosure of such Submission or for any similarities in the Submission and any future VPX uses or activities.

The Trademarks displayed on the Site are registered and unregistered Trademarks of VPX or its affiliates. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on the Site, or any license or right to use any other trademark owned by any other third party. In the event that you misuse any Trademark in violation of these Terms of Use, VPX will aggressively protect and enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.

This Site may link to other sites not maintained by or related to VPX. Such hyperlinks are provided as a service to users and are not sponsored by, endorsed or otherwise affiliated with this Site or with the products and services of VPX. VPX has not reviewed all of the sites linked to the Site and is not responsible for the content of any off-site pages or links to any other sites. Viewing all other sites is at your own risk.

In the event that VPX may, from time to time, allow for discussions, chats, postings, transmissions, bulletin board and the like on the Site, we are under no obligation to monitor or review such transmitted information and assumes no responsibility or liability arising from the content of any such locations nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger or inaccuracy of any such information. Nonetheless, the following standards strictly apply to any and all material that you contribute to the Site (“Contributions”) and any associated interactive services:

Contributions must:

  • Be accurate and truthful (when they state facts);
  • Be genuinely held (when they state opinions); and
  • Comply with the laws of the United States of America and in any other country where they may be published.  VPX will fully cooperate with any law enforcement authorities or court order requesting or directing VPX to disclose the identity of anyone posting any such information or materials.

Contributions shall not:

  • Contain any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability or otherwise violate any law;
  • Infringe any copyright, trademark, right to publicity or right to privacy of any third party entity or individual;
  • Be made in breach of any legal duty owed to any other person, such as a contractual or other duty of confidentiality; or
  • Give the impression that they emanate from VPX.

Health Related Information

Information and statements regarding dietary supplements have not been evaluated by the Food and Drug Administration (“FDA”) and are not intended to diagnose, treat, cure, or prevent any disease. You should read carefully all product labels and packaging prior to use. Information available on or through the Site is not meant to substitute the advice provided by your doctor or other health care professional. You should not use the information available on or through the Site, including but not limited to information that may be provided by healthcare or nutrition professionals, for diagnosing or treating a health condition or disease.

Violation of Terms of Use

ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND THE COMPANY WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

The Company may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site if it determines that you have violated these Terms of Use or other agreements or guidelines that may be associated with your use of the Site.

Any violation by you of these Terms of Use will constitute an unlawful and unfair business practice and will cause irreparable harm to the Company for which monetary damages would be inadequate. You consent to VPX obtaining any injunctive or equitable relief should we deem such action to be necessary or appropriate in such circumstances. These remedies are in addition to any other remedies that the Company may have at law or in equity.

If VPX takes any legal action against you as a result of your violation of these Terms of Use, the Company will be entitled to recover from you, and you shall be obligated to pay all reasonable attorneys’ fees and costs of such action in addition to any other relief granted to VPX.  Under no circumstance will the Company be liable to you or any third party for termination of your access to the Site as a result of any violation of these Terms of Use.

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH THE COMPANY, AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

a.         Applicability of Arbitration Agreement.  Any dispute or claim relating in any way to your use of the Site or to any products or services sold or distributed by the Company through the Site that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms set forth below, except that you and VPX are not required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents.

b.         Arbitration Rules.  The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules conflict with these Terms of Use (“Arbitration Rules”). The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879.

The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than five thousand U.S. dollars (US $5,000.00) may be resolved through filing a small claims court action or binding non-appearance-based arbitration, at the option of the party seeking relief.  For claims or disputes where the total amount of the award sought is more than five thousand U.S. dollars (US $5,000.00), the right to a hearing and the location of any such hearing will be determined by the Arbitration Rules and these Terms of Use.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

c.         Additional Rules for Non-appearance Based Arbitration.  If nonappearance arbitration is elected as provided above, the arbitration shall be conducted by telephone, online, and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.

d.         Authority of the Arbitrator.  The arbitrator will decide the rights and liabilities, if any, of you and VPX, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and the Terms of Use. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company.

e.         Waiver of Jury Trial.  You hereby waive any constitutional and statutory rights to go to court and have a trial in front of a judge or a jury,  INSTEAD ELECTING THAT ALL CLAIMS AND DISPUTES SHALL BE RESOLVED BY ARBITRATION. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, you and the Company waive all rights to a jury trial, instead electing that the dispute be resolved by a judge.

f.          Waiver of Class or Consolidated Actions.  All claims and disputes within the scope of this agreement must be arbitrated or litigated on an individual basis and not on a class basis, and claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user.

g.         Venue.  In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree that such disputes shall be governed by the laws of the United States and by the laws of the State of Florida without regard to conflict of law principles. You consent to submit to the personal jurisdiction by and venue in the state and federal courts located in Broward County Florida, and waive any objection to such jurisdiction or venue.

h.         Survival.  This Arbitration Agreement will survive the termination of your relationship with VPX.

VPX maintains and operates this Site from its offices in Weston, Florida, United States. These Terms of Use are governed by and interpreted under the laws of the State of Florida. If any portion of these Terms and Conditions is deemed unlawful, void or unenforceable, then that part shall be deemed severable and will not affect the validity and enforceability of any remaining provisions.

These Terms of Use set forth the entire understanding and agreement between you and VPX with respect to the Site. You acknowledge that any other agreements, understandings, communications, and negotiations between you and VPX with respect to the Site are superseded by these Term of Use, our e-Store Terms & Conditions, and our Privacy Policy, the terms of which shall prevail.