Effective: September 09, 2014
Last modified: October 29, 2014


Terms of Use


Thank you for visiting Vida Health (“We”, “Us”, “Company”). These Terms of Use, together with the Privacy Policy, and any other documents they expressly incorporate, set forth the terms and conditions upon which you may access and use the health coaching services, mobile application and Service provided or operated by Vida Health (“Service”) including any content and functionality offered through the Service. (“Terms of Use” or “Agreement”)

PLEASE READ THE TERMS OF USE CAREFULLY BEFORE YOU START TO USE THE SERVICE. BY USING THE SERVICE, YOU REPRESENT YOU ARE AT LEAST 13 YEARS OF AGE, LOCATED IN THE UNITED STATES. FURTHER, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS OF USE. IF YOU ARE NOT 13 YEARS OLD, A UNITED STATES USER OR DO NOT WANT TO AGREE TO THESE TERMS OF USE, YOU MUST NOT ACCESS OR USE THE SERVICE. WE RESERVE THE RIGHT TO CHANGE, ADD OR REMOVE PORTIONS OF THESE TERMS OF USE AND ANY DOCUMENTS INCORPORATED HEREIN AT ANY TIME AND AT OUR SOLE DISCRETION. YOUR CONTINUED USE OF THE SERVICE FOLLOWING THE POSTING OF ANY CHANGES MEANS THAT YOU ACCEPT AND AGREE TO SUCH CHANGES. IT IS YOUR RESPONSIBILITY TO CHECK THESE TERMS OF USE PERIODICALLY FOR CHANGES.

Use of the Service.

General . Subject to the terms and conditions of this Agreement, and during the term of this Agreement, Vida Health grants you a non-exclusive and non-transferable right to access and use the Service in accordance with the terms of this Agreement, and any documentation made available to you by Vida Health solely for purposes of your personal use of the Services. This Service is limited to users in the United States. The Service is enabled by technology, software and certain content delivered electronically. You agree that you will not reverse-engineer, decompile, disassemble, translate, or otherwise attempt to obtain access to the source code of, any aspect of the Services, including any and all technology, software and content. You will not copy, reproduce, alter, create derivative works from, or otherwise modify the Services, including any and all technology, software and content. You will not lease, loan, sublicense, distribute, or otherwise provide others access to or with any aspect of the Services. Other than as expressly set forth in this Agreement, no license or other rights in or to the Services are granted to you, and all such licenses and rights are hereby expressly reserved.

The Service has been designed by Vida Health with the purpose of assisting people achieve their health goals though healthy life style choices and behavior. We encourage you to consult with your healthcare provider before commencing the Services. You represent that you are in good enough health to begin these Services, which may include changes to your diet or level of physical activity, among other things. If you have been diagnosed with a chronic disease or other health condition, you represent that you have obtained the express approval from a health care professional to receive the Services before beginning. The Service requires your active engagement and participation. You understand that, despite your efforts, individual users results will vary for a variety of reasons and Vida Health cannot guarantee that you will achieve your health goals.

Health Coaches. Vida Health will match you with a health coach who will consult with you via telephone, video conference, email or other online tools. We strive to maintain the client-health coach relationship throughout your use of the Service but reserve the right to change your health coach at any time. Our health coaches provide you with peer to peer support, encouragement and practical tips to help overcome barriers to meeting your health goals.


IT IS IMPORTANT TO UNDERSTAND THAT THE SERVICES DO NOT INCLUDE THE PROVISION OF MEDICAL CARE BY THE COMPANY. VIDA HEALTH IS NOT A LICENSED MEDICAL CARE PROVIDER, AND OUR HEALTH COACHES ARE NOT ACTING IN A HEALTH CARE PROFESSIONAL CAPACITY. OUR HEALTH COACHES DO NOT PROVIDE ANY MEDICAL, CLINICAL SERVICES, AND DO NOT DIAGNOSIS, TREAT OR MANAGE ANY ILLNESS, DISEASE OR CONDITION. VIDA HEALTH AND OUR HEALTH COACHES DO NOT HAVE EXPERTISE IN DIAGNOSING, EXAMINING, OR TREATING MEDICAL OR PSYCHOLOGICAL CONDITIONS OF ANY KIND, OR IN DETERMINING THE EFFECT OF ANY SPECIFIC EXERCISE ON A MEDICAL CONDITION. YOU SHOULD NOT CHANGE YOUR TREATMENT OR CARE PLAN, MEDICATION OR THERAPY BASED ON INFORMATION YOU RECEIVED THROUGH THE SERVICES OR FROM ONE OF OUR HEALTH COACHES. CONSULTATION WITH OUR HEALTH COACHES IS SUPPLEMENTAL TO ANY TREATMENT OR CARE PROVIDED BY YOUR HEALTH CARE PROVIDER AND SHOULD NOT REPLACE REGULAR MEDICAL VISITS WITH YOUR HEALTH CARE PROVIDER. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PRACTITIONER REGARDING YOUR MEDICAL CONDITION OR THE USE (OR FREQUENCY) OF ANY MEDICATION OR MEDICAL DEVICE. INFORMATION PROVIDED BY OUR HEALTH COACHES IS OFFERED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A RECOMMENDATION OR ENDORSEMENT OF ANY DRUG, DEVICE OR TREATMENT OR REPRESENTATION THAT A PARTICULAR DRUG, DEVICE OR TREATMENT IS SAFE, APPROPRIATE, OR EFFECTIVE FOR YOU. QUESTIONS REGARDING ANY DRUG, DEVICE OR TREATMENT SHOULD BE DIRECTED TO YOU HEALTHCARE PROVIDER. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ IN CONNECTION WITH OUR SERICES. ALWAYS CONSULT WITH YOUR HEALTHCARE PROFESSIONAL IF YOU HAVE ANY QUESTIONS OR CONCERNS ABOUT YOUR HEALTH OR CONDITION OR EXPERIENCE ANY CHANGES IN YOUR CONDITION OR HEALTH STATUS. ALTHOUGH VIDA HEALTH COACHES ARE AVAILABLE 24/7 TO PROVIDE COACHING (E.G. ADVICE ON MEAL SELECTION WHILE AT A RESTAURANT), THEY DO NOT PROVIDE EMERGENCY SERVICES. THE SERVICES DO NOT INCLUDE EMERGENCY, TIME SENSITIVE OR URGENT, REMOTE OR CRITICAL CARE SERVICES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 OR GO TO THE NEAREST OPEN EMERGENCY ROOM IMMEDIATELY.


Registration. You are required to register for the Service and provide certain information about yourself. All information we collect about you in connection with the Services is subject to our Privacy Policy. By using the Service, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy, including being contacted via email.

You will receive a user account for our personal use that requires a username and password. You are responsible for all activities that occur under your user account. You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data you provide; (ii) maintain the confidentiality of your password and user account information; (iii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify the Company promptly of any such unauthorized use; and (iv) comply with all applicable local, state, and federal laws in using the Service.


Term and Termination

The term of this Agreement will begin upon your successful registration for the Service and will continue indefinitely unless terminated by either party as permitted herein.

The Company may suspend or terminate your access to the Service if you (a) breach any term of this Agreement, or (b) engage in any conduct that the Company determines in its discretion may have an adverse effect on the Company or its reputation. Upon termination, you will no longer have access to the Service or the health coaches, mobile application or content provided through the Services. In addition to termination, Company reserves the right to pursue any and all remedies available to it.

Fees. Services fees for the Term will be paid in accordance with your registration confirmation. You acknowledge that access to the Service many be suspended until payment is received in full. All Service Fees are exclusive of any tax, levy, or similar governmental charge that may be assessed. You are solely responsible for all taxes based upon the provision, sale or use of the Services, excluding any taxes based on the Company’s net income.

Patient Financial Responsibility/Payment Policy/Assignment of Benefits Payment is due at time of registration for all patients. Vida Health will bill your insurance as a courtesy and make every effort to ensure claims are promptly and correctly submitted. In order for Vida Health to submit a claim, you must provide your current insurance card and complete billing information. You will be responsible for any deductible, co-insurance, co-pay or any service(s) deemed a “non-covered benefit” by your insurance carrier at the time the service was rendered.

Registration.

You will provide Company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms, which may result in immediate termination of your Company account. You shall not use a false nature, e-mail address or phone number or otherwise enter information with the intent to impersonate another person.

Intellectual Property Ownership. Except for the limited license and use rights expressly granted to you under this Terms of Use during the Term, all title to and the rights in the Services, including any and all technology, software and content, including ownership rights to patents (registrations, renewals, and pending applications), copyrights, trademarks, trade secrets, the Company’s or third party hardware, other technology, any derivatives of and all goodwill associated with the foregoing is the exclusive property of the Company and/or third parties.

Confidentiality. We will use and protect your personal information pursuant to the Privacy Policy. You agree not to reveal or disclose any confidential information of the Company, which includes information, materials and content provided in connection with the Service) for any purpose with the Company’s consent.

Non-Confidential Information. Subject to any applicable terms and conditions set forth in our Privacy Policy, any other communication or material that you send to us through the Service, such as any questions, comments, suggestions or the like, is and will be deemed to be non-confidential and we will have no obligation of any kind with respect to such information. We will be free to use any ideas, concepts, know-how or techniques contained in such communication for any purpose whatsoever, including but not limited to, developing, manufacturing and marketing products.

Content . The information presented on or through the Service is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. This Service may provide information about health and wellness and certain health conditions. However, nothing on this Service should be construed as providing any kind of medical advice or recommendation, and should not be relied on as the basis for any clinical decision or action. Patients should not use the information contained on the Service for diagnosing a health problem or disease. Medical advice should always be sought from a qualified medical practitioner. We disclaim all liability and responsibility arising from any reliance placed on such materials by you.

Service Access and Changes . We reserve the right to withdraw or amend this Service or materials we provide in connection with the Service, in our sole discretion. We will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Service, or the entire Service to users. We also may update the content on this Service from time to time, and we make reasonable efforts to maintain current information. However, we cannot guarantee that the content is complete or up-to-date.


Trademarks . Trademarks, service marks, graphics and logos used in connection with the Service are the trademarks of their respective owners. You are granted no right or license with respect to any of the trademarks mentioned above and any use of such trademarks. You acknowledge and agree that all text, graphics, photographs, trademarks, logos, visual interfaces, artwork, computer code and all other related content contained on the Service is owned by the Company or third parties and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. Any reproduction, publication, further distribution or public exhibition of materials provided through the Service, in whole or in part, is strictly prohibited. Except as expressly provided in these Terms of Use, no part of the Service and no content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, distributed or transmitted in any way (including “mirroring”) to any other computer, server, Service or other medium for publication or distribution or for any commercial enterprise, without the express prior written consent of the Company.


Third Party Links and Technology . Any and all third party technology or Services provided, made available, linked to, or otherwise accessible through the Service (“ Third Party Technology”) is provided solely as a convenience to you and not under our control. The Company does not endorse, recommend, or otherwise make any representations or warranties with respect to any Third Party Technology. The Company does not have any responsibility or liability to you for any Third Party Technology which you access and you use it at your own risk. Further, you agree to comply with any and all terms and conditions applicable to the use of Third Party Technology and otherwise ensure that you have obtained all rights, licenses, and clearances that may be necessary to use such Third Party Technology. We encourage you to review the terms of use and privacy policies applicable to such Third Party Technology.

Intended for Users Over 13 . The Service is not for use by individual under the age of 13. We will not knowingly collect information or provide Services to anyone under the age of 13.


Indemnity . You agree to defend, indemnify, and hold the Company, its officers, directors, partners, employees, contractors, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your use of the Service.


DISCLAIMER . VIDA HEALTH IS NOT A MEDICAL ORGANIZATION. YOU SHOULD NOT CONSIDER THE SERVICE OR THE DOCUMENTATION AS MEDICAL ADVICE OF ANY KIND, AND THE SERVICE IS NOT INTENDED TO TREAT ANY ILLNESS, DISEASE, OR ADVERSE MEDICAL CONDITION OR MANAGE A CHRONIC DISEASE OR CONDITION. By using the Service, you expressly agree that use of the Service is at your sole risk. The Service is provided on an “AS IS” and “as available” basis. NEITHER The Company nor its officers, directors, managers, members, employees, agents, third-party content providers, designers, contractors, distributors, merchants, sponsors, licensors or the like (collectively, “Affiliates”) warrant that use of the Service will be uninterrupted or error-free. Neither The Company nor its Affiliates warrant the accuracy, integrity or completeness of the content provided on the Service or the products or services offered for sale on the Service. Further, The Company makes no representation that content provided on the Service is applicable to, or appropriate for use in, locations outside of the United States. The Company and its Affiliates specifically disclaim all warranties, whether expressed or implied, including but not limited to warranties of title, merchantability or fitness for a particular purpose. No oral advice or written information given by The Companyor its Affiliates will create a warranty. Some states do not allow the exclusion or limitation of certain warranties, so the above limitation or exclusion may not apply to you.


Limitation of Liability . Except where prohibited by law, in no event will THE COMPANYOR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE SERVICE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY IN ANY ACTION, WHETHER IN CONTRACT, TORT OR ANY OTHER CLAIM, EVEN IF AN AUTHORIZED REPRESENTATIVE OF THE COMPANY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES. If, notwithstanding the other provisions of these Terms of Use, The Company is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Service, THE COMPANY’S AND ITS AFFILIATE’S liability will in no event exceed the amount of fees paid during the preceding 12 month period. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.

Void Where Prohibited . The Service is intended for users in the United States. The Service is not available to all persons or in all geographic locations. Any offer for any feature, product or service made on the Service is void where prohibited.

Governing Law . You agree that all matters relating to your access to or use of the Service, including all disputes, will be governed by the laws of the United States and by the laws of the State of California without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in San Francisco, California, and waive any objection to such jurisdiction or venue.

WAIVER OF TRIAL BY JURY . EXCEPT WHERE PROHIBITED BY LAW, YOU EXPRESSLY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR THE SERVICE.


No Waiver . The failure of the Company to insist on or enforce strict performance of these Terms of Use will not be construed as a waiver by The Company of any provision or any right it has to enforce these Terms of Use, nor will any course of conduct between the Company and you or any other party be deemed to modify any provision of these Terms of Use.


Severability . The provisions of these Terms of Use are severable. The invalidity, in whole or in part, of any provision of these Terms of Use will not affect the validity or enforceability of any other of its provisions. If any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions will be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use will remain in full force and effect.