Terms of Service

1. Eligibility

The Service is offered and available to users who are at least eighteen (18) years of age and can form a legally binding contract under applicable law.

2. Content Ownership, Limited License, and Rights of Others

A. Content.

The Service contains a variety of: (i) materials and other items relating to Vega Health and its products and services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, technology, software, interactive features, the "look and feel" of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material (including source and object code), (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of Vega Health, and (iii) other forms of intellectual property (all of the foregoing, collectively "Content").

B. Ownership.

The Service (including past, present, and future versions) and the Content are owned or controlled by Vega Health and our licensors and certain other third parties. All right, title, and interest in and to the Content available via the Service is the property of Vega Health or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. Vega Health owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Service.

C. Limited License.

Subject to your compliance with these Terms and any Additional Terms, Vega Health grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download, display, view, use, or play such Content for your personal, non-commercial use only. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in Vega Health's sole discretion, and without advance notice or liability.

D. Rights of Others.

In using the Service, you must respect the intellectual property and other rights of Vega Health and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. Vega Health respects the intellectual property rights of others.

3. User Content

A. General.

Vega Health may now or in the future offer users of the Service the opportunity to submit content, messages, text, illustrations, files, images, graphics, photos, comments, responses, videos, information, ratings, reviews, data, questions, and suggestions (collectively, "User Content"). Vega Health may allow you to do this through contact us tools, e-mail, message boards, content creation tools, social communities, and other communications functionality. Subject to the license you grant in these Terms below, you retain ownership in your User Content and so you remain ultimately responsible for it (legally or otherwise).

B. Non-Confidentiality of Your User Content.

Except as otherwise described in the Privacy Policy or any Additional Terms, you agree that (i) your User Content will be treated as non-confidential – regardless of whether you mark them "confidential," "proprietary," or the like – and will not be returned, and (ii) Vega Health does not assume any obligation of any kind to you or any third party with respect to your User Content. Upon Vega Health's request, you will furnish us with any documentation necessary to substantiate the rights to such content and to verify your compliance with these Terms or any Additional Terms. You acknowledge that the Internet and mobile communications may be subject to breaches of security and that you are aware that submissions of User Content may not be secure, and you will consider this before submitting any User Content and do so at your own risk.

C. Unsolicited Ideas and Materials.

In your communications with Vega Health, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services (collectively, "Unsolicited Ideas and Materials"). Any Unsolicited Ideas and Materials you post on or send to us via the Service are deemed User Content and licensed to us as set forth below. In addition, Vega Health retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. Vega Health's receipt of your Unsolicited Ideas and Materials is not an admission by Vega Health of their novelty, priority, or originality, and it does not impair Vega Health's right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.

D. License to Vega Health of Your User Content.

Except as otherwise described in any applicable Additional Terms, which specifically govern the submission of your User Content, you grant to Vega Health the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sublicense, display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. In order to further effect the rights and license that you grant to Vega Health to your User Content, you also hereby grant to Vega Health, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User Content, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive any moral rights (including attribution and integrity) that you may have in any User Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 3.D.

E. Exclusive Right to Manage Our Service.

Vega Health may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your User Content, and Vega Health may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of User Content without notice or any liability to you or any third party in connection with our operation of User Content venues in an appropriate manner.

F. Representations and Warranties Related to Your User Content.

Each time you submit any User Content, you represent and warrant that (i) you are the sole author and owner of the intellectual property and other rights to the User Content, or you have a lawful right to submit the User Content and grant Vega Health the rights to it that you are granting by these Terms and any Additional Terms, all without any Vega Health obligation to obtain consent of any third party and without creating any obligation or liability of Vega Health, (ii) the User Content is accurate, (iii) the User Content does not and, as to Vega Health's permitted uses and exploitation set forth in these Terms, will not infringe any intellectual property or other right of any third party, and (iv) the User Content will not violate these Terms or any Additional Terms, or cause injury or harm to any person.

G. Enforcement.

Vega Health has no obligation to monitor or enforce your intellectual property rights to your User Content, but you grant us the right to protect and enforce our rights to your User Content, including by bringing and controlling actions in your name and on your behalf (at Vega Health's cost and expense, to which you hereby consent and irrevocably appoint Vega Health as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).

4. Service and Content Use Restrictions

You agree to not do any of the following:

A. Submit, upload, transmit, or publish any User Content that (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, (ii) contains any material that is defamatory, slanderous, indecent, obscene, pornographic, or sexually explicit, (iii) promotes any illegal activity, or advocates, promotes, or assists any unlawful act, (iv) is false, fraudulent, deceptive, inaccurate, or misleading, or (v) threatens, abuses, or harms others, or includes any negative comments that are connected to race, national origin, gender, sexual orientation, or physical handicap.

B. Use the Service for any commercial purpose (including for purposes of advertising, soliciting funds, collecting product prices, and selling products) or in any manner not permitted by these Terms or any Additional Terms.

C. Engage in any activities through or in connection with the Service that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, malicious, obscene, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to Vega Health.

D. Impersonate or misrepresent your identity or affiliation with any person or organization.

E. Reverse engineer, decompile, disassemble, reverse assemble, or modify any Service source or object code or any software or other products, services, or processes accessible through any portion of the Service.

F. Use the Service or Content to train, fine-tune, or validate any machine learning or any other artificial intelligence algorithm.

G. Engage in any activity that interferes with a user's access to the Service or the proper operation of the Service, or otherwise causes harm to the Servic e, Vega Health, or other users of the Service.

H. Interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service, the Content, or the User Content.

I. Harvest or otherwise collect or store any information (including personally identifiable information about other users of the Service, including e-mail addresses, without the express consent of such users).

J. Attempt to gain unauthorized access to the Service, other computer systems or networks connected to the Service, through password mining or any other means.

K. Use the Service to distribute spam or other unsolicited messages.

L. Use any meta tags or any other "hidden text" utilizing any Vega Health trademark, logo URL, or product name without Vega Health's prior written consent.

M. Monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Service by using any robot, rover, "bot", spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind.

N. Frame or utilize framing techniques to enclose any Content (including any images, text, or page layout).

O. Remove any trademark, copyright, or other intellectual property notices contained in the Content or on the Service.

P. Use the Content in a manner that suggests an unauthorized association with any of our or our licensors' products, services, or brands.

Q. Copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of Vega Health or, in the case of Content from a licensor, the owner of the Content.

R. Insert any code or product to manipulate such Content in any way that adversely affects any user experience.

Vega Health may immediately suspend or terminate the availability of the Service and Content (and any elements and features of them), in whole or in part, for any reason, in Vega Health's sole discretion, and without advance notice or liability.

These Terms and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Service. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by Vega Health and its licensors and other third parties. Any unauthorized use of any Content or the Service for any purpose is prohibited.

5. Reliance on Information Posted

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. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Service, or by anyone who may be informed of any of its contents.

6. Links By You to the Service

We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Service, so long as: (i) the links only incorporate text, and do not use any Vega Health trademarks without our prior written consent, (ii) the links and the content on your website do not suggest any affiliation with Vega Health or cause any other confusion, and (iii) the links and the content on your website do not portray Vega Health or its products or services in a false, misleading, derogatory, or otherwise offensive manner, and do not contain content that is unlawful, offensive, obscene, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to Vega Health. Vega Health reserves the right to suspend or prohibit linking to the Service for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.

7. Third-Party Sites; Dealings with Third Parties

A. Third-Party Content and Sites.

The Service may contain third-party integrations, links, or other access to third-party websites that are not owned, controlled or operated by Vega Health (collectively, "Third-Party Sites"), including websites operated by licensors, licensees, and certain other third parties who may have business relationships with Vega Health. Vega Health may have no control over the content, operations, policies, terms, or other elements of Third-Party Sites, and Vega Health does not assume any obligation to review any Third-Party Sites. Vega Health does not necessarily endorse, approve, or sponsor any Third-Party Sites, or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, Vega Health is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Third-Party Sites. Finally, Vega Health will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these Third-Party Sites. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of the Third-Party Sites. Vega Health disclaims all liability in connection therewith.

B. Dealings with Third Parties.

Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Service (including on or via Third-Party Sites) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like). Vega Health disclaims all liability in connection therewith.

8. Governing Law; Dispute Resolution

A. Governing Law.

These Terms will be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflicts of law provisions.

B. Disputes.

Except as otherwise set forth in these Terms, any dispute between the parties arising out of or relating to these Terms or the Service (or any part thereof) (collectively, "Disputes") shall be governed by the provisions set forth in this Section.

C. Informal Resolution.

Before resorting to formal dispute resolution in accordance with this Section 8, you agree to first contact Vega Health directly by email at legal@vegahealth.com to seek an informal resolution to any Dispute. In the event the Dispute is not resolved within sixty (60) days after submission, either party may institute arbitration proceedings in accordance with the procedures set forth in this Section 8.

D. Agreement to Arbitrate.

Except as otherwise expressly set forth in these Terms, if the parties cannot resolve a Dispute in the manner set forth in Section 8.C, then ANY AND ALL DISPUTES OF EVERY KIND, ARISING OUT OF OR RELATED TO THESE TERMS (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE OR TORT (INCLUDING FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE)), SHALL BE RESOLVED IN THE FOLLOWING MANNER:

Any Dispute (including with respect to the determination of scope of the applicability of this provision) shall be resolved by final, binding, and confidential arbitration conducted by JAMS, under its current Streamlined Arbitration Rules & Procedures found at https://www.jamsadr.com/adr-rules-procedures/ or by calling 1.800.352.5267 (the "Rules"). The parties shall appoint a single arbitrator by mutual agreement; provided that, if the parties cannot agree on an arbitrator, the arbitrator(s) shall be selected according to the Rules. The arbitrator shall be bound by the terms and conditions of these Terms and shall not extend, modify, or suspend any of the provisions of these Terms. The seat of the arbitration shall be New Castle County, Delaware, United States of America. All arbitration proceedings between the parties will be confidential. Any judgment on the award rendered by the arbitrator shall be binding, final, and confidential, and may be entered in any court of competent jurisdiction.

E. Limited Time To File Claims.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU WANT TO ASSERT A DISPUTE AGAINST VEGA HEALTH, THEN YOU MUST COMMENCE IT WITHIN ONE YEAR AFTER THE DISPUTE ARISES OR IT WILL BE FOREVER BARRED.

F. Injunctive Relief.

The foregoing provisions of this Section 8 will not apply to any legal action taken by Vega Health to seek an injunction or other equitable relief relating to the Service, Content and/or Vega Health's intellectual property rights, and/or Vega Health's products or services (collectively, "Excluded Disputes").

G. No Class Action Matters.

YOU AND VEGA HEALTH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR VEGA HEALTH'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then the parties' agreement in Section 8.D to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 8.H. Notwithstanding any other provision of this Section 8, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this Section 8.G), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.

H. Jurisdiction.

Except where arbitration is required or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or federal court in New Castle County, Delaware, United States of America. Accordingly, each of you and Vega Health irrevocably consents to the exclusive personal jurisdiction and venue of such courts for such matters and hereby waives any right it may have to assert the doctrine of forum non conveniens or to object to venue to the extent that any proceeding is conducted in accordance herewith.

9. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

THE SERVICE IS PROVIDED ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS" BASIS. Therefore, to the fullest extent permissible by law, Vega Health Inc. and its affiliates and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, "Vega Health Parties") hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:

(i) the Service (including the Content and the User Content);

(ii) the functions, features, or any other elements on, or made accessible through, the Service;

(iii) any products, services, or instructions offered or referenced at or linked through the Service;

(iv) security associated with the transmission of your User Content transmitted to Vega Health or via the Service;

(v) whether the Service or the servers that make the Service available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your devices);

(vi) whether the information (including any instructions) on the Service is accurate, complete, correct, adequate, useful, timely, or reliable;

(vii) whether any defects to or errors on the Service will be repaired or corrected;

(viii) whether your access to the Service will be uninterrupted;

(ix) whether the Service will be available at any particular time or location; and

(x) whether your use of the Service is lawful in any particular jurisdiction.

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

Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions' laws are applicable.

10. LIMITATIONS OF OUR LIABILITY

UNDER NO CIRCUMSTANCES WILL ANY VEGA HEALTH PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:

(i) the Service (including the Content and the User Content);

(ii) your use of or inability to use the Service, or the performance of the Service;

(iii) any action taken in connection with an investigation by Vega Health Parties or law enforcement authorities regarding your access to or use of the Service;

(iv) any action taken in connection with copyright or other intellectual property owners or other rights owners;

(v) any errors or omissions in the Service's technical operation; or

(vi) any damage to any user's computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.

The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if Vega Health Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Service).

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.

EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VEGA HEALTH PARTIES' TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID VEGA HEALTH IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE.

11. Indemnity

To the extent permitted by applicable law, you agree to, and you hereby, defend, indemnify, and hold the Vega Health Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys' fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any Vega Health Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) your User Content, (ii) your use of the Service and your activities in connection with the Service, (iii) your breach or alleged breach of these Terms or any Additional Terms, (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service, (v) any misrepresentation made by you, and (vi) the Vega Health Parties' use of the information that you submit to us (including your User Content and Unsolicited Ideas and Materials) (all of the foregoing, "Claims and Losses"). You will cooperate as fully required by the Vega Health Parties in the defense of any Claims and Losses. Notwithstanding the foregoing, the Vega Health Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. The Vega Health Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a Vega Health Party.

12. Waiver of Injunctive or Other Equitable Relief

IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SERVICE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, SITE, APPLICATION, CONTENT, USER CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY VEGA HEALTH (INCLUDING YOUR LICENSED USER CONTENT) OR A LICENSOR OF VEGA HEALTH.

13. Updates to Terms

These Terms (or if applicable, any Additional Terms), in the form posted at the time of your use of the applicable services to which it applies, shall govern such use (including transactions entered during such use). AS OUR SERVICE EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE SERVICE MAY PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING THE SERVICE UNDER THE TERMS OR ADDITIONAL TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED. ACCORDINGLY, EACH TIME YOU USE THE SERVICE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE SERVICE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND TRANSACTIONS. Therefore, you should review the posted Terms and any applicable Additional Terms each time you use the Service. These Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. However, the Terms (and any applicable Additional Terms) that applied when you previously used the Service will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to you of new, revised or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the Sites and the e-mail associated with the Service for notices, all of which you agree are reasonable manners of providing you notice. You can reject any new, revised Terms or any Additional Terms by discontinuing use of the Service and related services.

14. General Provisions

A. Operation of Service; Availability of Products and Services; International Issues.

The Service is operated in the United States, and is primarily intended for users located in the United States. Vega Health makes no representation that the Service is appropriate or available for use beyond the United States. All Content contained on the Service applies to the United States market only. If you use the Service from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. We reserve the right to limit the availability of the Service and/or the provision of any content, program, product, service, or other feature described or available on the Service to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide. You and we disclaim any application to these Terms of the Convention on Contracts for the International Sale of Goods.

B. Severability; Interpretation.

If any provision of these Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law, you hereby waive any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word "including" is used in these Terms or any Additional Terms, the word will be deemed to mean "including, without limitation." The section headings are provided for convenience only and shall not limit the full Terms.

C. Communications.

When you communicate with us electronically, such as via e-mail, you consent to receive communications from us electronically. Please note that we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

D. Investigations; Cooperation with Law Enforcement; Termination; Survival.

Vega Health reserves the right, without any limitation, to: (i) investigate any suspected breaches of the Service security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms and any Additional Terms, (iii) investigate any information obtained by Vega Health in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms and any Additional Terms, and (vi) discontinue the Service, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to Vega Health under these Terms or any Additional Terms. Upon suspension or termination of your access to the Service, or upon notice from Vega Health, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service. The provisions of these Terms and any Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to Vega Health in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.

E. Assignment.

Vega Health may assign its rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Vega Health.

F. No Waiver.

Except as expressly set forth in these Terms or any Additional Terms, (i) no failure or delay by you or Vega Health in exercising any rights, powers, or remedies hereunder will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.

G. Connectivity.

You are responsible for obtaining and maintaining all devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Service and you will be responsible for all charges related to them.

H. Notices.

Any notices or other communications provided by Vega Health under these Terms will be given (i) via email, or (ii) by posting to the Service. All legal notices to us must be sent to legal@vegahealth.com.

15. Contact Information

If you have any questions about these Terms or the Service, please contact us at legal@vegahealth.com.