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Terms of Use


Welcome to our website. This site is provided for your information, convenience, and enjoyment. We encourage you to explore the website and take advantage of its features. However, by accessing and using this site, you acknowledge and agree that your use is governed by the following terms and conditions. If you do not agree to these terms and conditions in their entirety, you should not use this website.

These Terms of Use cover the following areas:

  1. Ownership and Operation
  2. Agreement to Be Bound; Termination
  3. User Accounts
  4. Continuing Agreement
  5. Ownership and Use of the Service and Site Materials
  6. Downloaded Software
  7. Mobile Devices
  8. Privacy
  9. User Code of Conduct
  10. User Submissions
  11. Voting/Rating Features
  12. Contests/Sweepstakes
  13. Geographic Scope of Site
  14. Links to Other Sites
  15. Contents of This Service – Disclaimer
  16. Operation of This Service – Disclaimer
  17. Limitation of Liability
  18. Limitations as to Paragraphs 15, 16, and 17
  19. Indemnification
  20. Disputes
  21. Copyright Department
  22. Applicable Law and Forum
  23. Waiver of Jury Trial
  24. Severability
  25. No Waiver
  26. No Legal Effect

1. Ownership and Operation

This website, along with its related services, features, and applications (collectively, the “Service”), is operated and provided by Vital Brands Inc. (“Vital Brands,” “we,” “our,” or “us”). Vital Brands may, at its sole discretion and at any time, modify, suspend, or discontinue this Service or any part of it without prior notice.

2. Agreement to Be Bound; Termination

By accessing or using this Service, you agree to be bound by and to comply with these Terms of Use as established by Vital Brands Inc. (“Vital Brands,” “we,” “our,” or “us”). From time to time, Vital Brands may offer specific features, content, software, or services through this Service or other platforms that may require you to download materials and/or agree to additional terms, conditions, policies, or disclaimers. Unless explicitly stated otherwise, any such additional terms are incorporated into these Terms of Use by reference. In the event of a conflict between these Terms of Use and any additional terms, the additional terms will govern with respect to the applicable feature or service.

You may choose to stop using the Service at any time. Vital Brands reserves the right, at its sole discretion and without prior notice or liability, to suspend, restrict, discontinue, or terminate your access to or use of the Service immediately (i) if you violate any part of these Terms of Use, as determined by Vital Brands, or (ii) for any other reason deemed appropriate by Vital Brands. We may notify you of such suspension or termination by posting a notice on the Service, displaying a message within the Service, sending an email to any address you have provided, or by any other reasonable means. Upon receiving such notice, you must immediately stop using the Service—either temporarily (in the case of suspension) or permanently (in the case of discontinuation or termination). Additionally, you must uninstall any software obtained through the Service and destroy any materials downloaded or acquired, along with all copies of such materials.

Vital Brands shall not be liable to you for any suspension, termination, modification, or discontinuation of your access to or use of the Service.

If you do not agree to all of the provisions of these Terms of Use, or if these Terms of Use are not legally enforceable in your location, you may not use the Service. Our provision of this Service is expressly conditioned on your acceptance of these terms. Should you later attempt to repudiate these Terms of Use or any portion thereof, such action will constitute a breach, and Vital Brands will be entitled to pursue damages or other remedies as a result.

If you are using the Service on behalf of an organization, corporation, partnership, or other entity (an “Organization”), you represent and warrant that you have the legal authority to bind that Organization to these Terms of Use. In such cases, all references to “you” and “your” shall apply equally to both you as an individual and the Organization you represent.

3. User Accounts

If you create an account on the Service (an “Account”), you agree to the following:

  • You must not permit any third party to access the Service using the email address and password you provided during registration (your “Login ID”).
  • You are strictly prohibited from using anyone else’s Login ID and password to access the Service.
  • You are solely responsible for any activity or use of the Service by any individual who accesses it using your Login ID and/or password.
  • You agree to notify Vital Brands Inc. immediately if you become aware of or suspect any unauthorized use of your Account, Login ID, or password.
  • You are responsible for ensuring that all information you provide to Vital Brands Inc. during the account registration process is accurate, complete, and kept up to date at all times. You must promptly inform us of any changes to this information.

4. Continuing Agreement

We may update, modify, or revise these Terms of Use from time to time by posting the revised version on this page. We encourage you to review this section regularly to stay informed of any changes that may affect your use of the Service.

To the fullest extent permitted by all applicable laws, rules, regulations, and requirements (“Applicable Laws”), your continued use of the Service after any such changes constitutes your ongoing acceptance and agreement to be bound by the most current version of these Terms of Use.

5. Ownership and Use of the Service and Site Materials

All rights, title, and interest in and to this Service—including all text, designs, images, videos, graphics, software, and other content or materials made available through the Service (collectively, the “Materials”)—are owned by Vital Brands Inc. (“Vital Brands”) or its licensors. Vital Brands also owns or holds rights to all trademarks, service marks, logos, and trade names displayed on the Service (collectively, the “Trademarks”).

Vital Brands grants you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to access and use this Service (including the Materials) and to download one copy of the Materials onto a single computer or device solely for your personal, non-commercial, home use and strictly in accordance with these Terms of Use. This license may be suspended, discontinued, or terminated by Vital Brands at any time, for any reason, at our sole discretion.

Except as expressly permitted above, no part of the Service or the Materials may be copied, reproduced, republished, uploaded, posted, transmitted, distributed, stored, or incorporated into any information retrieval system in any form. You are permitted to download one copy solely for personal, non-commercial use, provided that you do not remove or alter any copyright, trademark, or other proprietary notices.

You may not rent, lease, sell, modify, decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of the Service or any part thereof. You may not use any device, software, or routine to interfere or attempt to interfere with the proper functioning of the Service, nor may you take any action that imposes an unreasonable or disproportionately large load on the Service, as determined by Vital Brands in its sole discretion.

Any unauthorized modification, reproduction, distribution, or use of the Materials is a violation of Vital Brands’ or its licensors’ copyrights and proprietary rights. Use of any Materials on any other website, platform, or computer network without prior written consent from Vital Brands is strictly prohibited. Similarly, any use of the Trademarks beyond what is expressly permitted in these Terms of Use, or without written authorization from Vital Brands, is strictly prohibited. All rights not expressly granted are reserved by Vital Brands and its licensors.

6. Downloaded Software

From time to time, Vital Brands Inc. (“Vital Brands”) may make available certain software as part of the Materials on this Service, including related files, images, and data (collectively, the “Software”). You do not acquire any ownership rights in the Software by downloading or using it. Vital Brands does not transfer ownership of the Software to you but grants you only the limited, non-exclusive rights as outlined in these Terms of Use.

Vital Brands retains full ownership, title, and all intellectual property rights in and to the Software. You may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code or transform the Software into a human-readable form.

Any Software made available through this Service is subject to applicable United States export control laws and regulations. By downloading or using any Software from this Service, you represent and warrant that you are not doing so in violation of any such laws.

7. Mobile Devices

If permitted or available through the Service, you may have the ability to:
(a) upload content to the Service via your mobile device or tablet;
(b) receive and reply to messages or make posts using text messaging;
(c) browse the Service from your mobile device; and/or
(d) access certain features through a mobile application you have downloaded and installed on your mobile device (collectively, the “Mobile Services”).

To use the Mobile Services, you must have a mobile communications subscription (or the consent of the subscription holder, where applicable) with a participating carrier or otherwise have access to a mobile communications network that supports the Service. You are solely responsible for any service fees associated with such access, including but not limited to data charges, text messaging fees, and any other costs imposed by your carrier.

Additionally, you are responsible for providing and maintaining all equipment and software necessary to access the Service, including but not limited to a compatible mobile device or tablet in proper working order. You must ensure that your equipment and software do not interfere with the proper operation of the Service. Any device, equipment, or software that interferes with the Service may be immediately disconnected, and Vital Brands Inc. reserves the right to suspend or terminate your access to the Service at its sole discretion.

If the Service is upgraded or modified in a way that requires changes to your equipment, software, or operating system, you are responsible for making such updates at your own cost. Unless otherwise stated, any new features or enhancements that improve or expand the current Service—including new products, features, or applications—will be governed by these Terms of Use.

8. Privacy

For information on how Vital Brands Inc. (“Vital Brands”) collects, uses, and protects any personal information you may provide through this Service, please review our Privacy Policy available at: https://www.vitalbrandsinc.com/privacy-notices/usa-english.html. The Privacy Policy is incorporated into these Terms of Use by reference and outlines our data collection, use, and protection practices.

By accessing or using the Service, you acknowledge and agree to the terms of the Privacy Policy.

9. User Code of Conduct

By accessing or using this Service, you agree to conduct yourself responsibly and lawfully. Without limitation, you specifically agree that you will not:

  • Use the Service in violation of these Terms of Use.
  • Use the Service for any commercial, promotional, or profit-driven purpose.
  • Send unsolicited communications (“spam”) or attempt to “phish” for other users’ personal information.
  • Disrupt, interfere with, compromise, or abuse the security or integrity of the Service or any part of it.
  • Upload, post, transmit, or otherwise introduce any viruses, malware, or other harmful or destructive files through or on the Service.
  • Use, frame, or apply framing techniques to any part of the Service without the express prior written consent of Vital Brands Inc..
  • Use meta tags or any form of hidden text that incorporates any trademark, service mark, or brand owned by Vital Brands Inc. without prior written consent.
  • Deep link to any page or content within this Service without express prior written consent.
  • Create or use a false identity or impersonate any person or entity on the Service.
  • Collect, harvest, or store personal data about other users without their consent.
  • Attempt to access areas of the Service that are restricted or to which you are not authorized.
  • Post, transmit, or share any material that is false, misleading, defamatory, abusive, vulgar, hateful, harassing, obscene, profane, sexually explicit, threatening, invasive of privacy, infringes upon third-party rights, or otherwise violates any applicable laws or regulations.
  • Post or distribute any copyrighted, trademarked, or proprietary material without owning the rights or without the necessary permissions to do so.
  • Use the features or functionality of this Service on any unauthorized website, including, without limitation, blogs, forums, or other online publications not expressly permitted by these Terms of Use.
  • Use the Service in violation of any third-party website’s terms and conditions.
  • Use the Service in any way intended to initiate or support future legal claims, litigation, arbitration, or to induce or allege legal violations.

Additionally, you agree to comply with all applicable laws, regulations, and industry standards when using this Service. You further agree to act in a manner consistent with these Terms of Use and any other guidelines issued by Vital Brands Inc..

If you become aware of any illegal, fraudulent, abusive, or otherwise unauthorized activity—or any suspected violation of these Terms of Use—you agree to immediately notify Vital Brands Inc. and to fully cooperate with any investigation and prevention measures we deem appropriate.

10. User Submissions

Certain areas of the Service may allow you to submit, post, transmit, or upload content created by you (“User Submissions”). This may include, without limitation, photographs, text, images, graphics, videos, comments, suggestions, ideas (including product or advertising concepts), blog posts, social media content, discussion forum posts, or communications with other users of the Service.

Prohibited User Submissions:

In connection with any User Submissions, you agree that you will not submit content that:

  • Contains material protected by copyright, trademark, trade secret, privacy, publicity rights, or other proprietary rights unless you own such rights or have obtained all necessary permissions to post the material and to grant the rights described here.
  • Infringes, misappropriates, or violates any person’s or entity’s legal rights or any applicable laws or regulations.
  • Is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, discriminatory, offensive, or otherwise inappropriate.
  • Contains advertisements, promotions, or solicitations for funds, goods, or services.
  • Is submitted by someone impersonating another person or entity.
  • Contains personal information such as phone numbers, social security numbers, account numbers, addresses, or any sensitive personal data.
  • Could reasonably be considered spam, bulk unsolicited communications, or unwanted mass messaging.

License Grant:

By submitting, transmitting, posting, uploading, modifying, or otherwise providing any User Submissions through this Service, whether solicited or unsolicited, you grant Vital Brands Inc., its service providers, partners, affiliates, and retail partners (collectively, the “Licensed Parties”) a royalty-free, fully paid, non-exclusive, irrevocable, perpetual, worldwide, sublicensable, and transferable license to use, reproduce, broadcast, publish, transmit, perform, display, create derivative works from, translate, adapt, modify, distribute, exhibit, and otherwise exploit such User Submissions for any purpose, including but not limited to advertising, marketing, and promotional purposes, in any media, now known or later developed.

You acknowledge that:

  • No credit, approval, or compensation is due to you for any use of your User Submissions.
  • The Licensed Parties may, but are not obligated to, use your username, real name, likeness, caption, location, or any other identifying information in connection with the use of your User Submissions.
  • All User Submissions become the unrestricted licensed property of the Licensed Parties.

By submitting User Submissions, you also authorize the Licensed Parties to make and retain copies of your submissions as necessary for operational, legal, or promotional purposes.

Representations and Warranties:

You represent and warrant that:

  • Your User Submissions, and their permitted use, do not infringe upon, misappropriate, or violate the rights of any person or entity.
  • You have secured all necessary rights, releases, and permissions, including releases of privacy and publicity rights for any identifiable individuals in your content.

All User Submissions must also comply with the User Code of Conduct set forth in these Terms.

Monitoring and Enforcement:

While the Licensed Parties are not obligated to monitor User Submissions, we reserve the absolute right to do so and may alter, edit, refuse to post, or remove any content, in whole or in part, for any reason or no reason at all, at our sole discretion. We may also suspend or terminate your account for violations of these Terms.

The Licensed Parties have no obligation to use, publish, or respond to any User Submission. We expressly disclaim any responsibility for User Submissions you may find offensive, inappropriate, or objectionable.

Reporting Violations:

If you believe any User Submission violates these Terms, please contact us at:

Vital Brands Inc.
363 N Sam Houston Pkwy E Suite 125, Houston, Texas 77060

Please include detailed information about the content in question, where it can be found, and why you believe it should be removed. While we will review such reports, removal is at our sole discretion.

For alleged copyright violations, please follow the procedures outlined in the Copyright Agent section below.

Legal Cooperation:

Vital Brands Inc. will fully cooperate with law enforcement authorities or court orders requesting or directing us to disclose the identity of any user posting content that violates these Terms or applicable laws. We may also disclose such information in good faith if necessary to protect the rights, property, or safety of Vital Brands Inc., its users, or the public.

11. Voting/Rating Features

If this Service offers any voting or rating features, you agree to follow all instructions provided when submitting your votes or ratings, including any specified limitations on the number or frequency of submissions. Any votes or ratings submitted by you beyond these stated limitations may be disqualified.

You are strictly prohibited from offering or receiving payment, incentives, or any form of consideration in exchange for votes or ratings. Additionally, votes or ratings generated through scripts, macros, automated systems, or any other fraudulent or manipulative methods that could compromise the integrity of the voting or rating process may be voided at the sole discretion of Vital Brands Inc. (“Vital Brands”).

Vital Brands is not responsible for any incorrect, inaccurate, incomplete, delayed, or corrupted voting or rating data, nor for any technical issues such as errors, interruptions, deletion, defects, delays, communication failures, theft, destruction, or unauthorized access to votes or ratings.

We reserve the right, in our sole discretion, to modify, suspend, or terminate any voting or rating feature at any time, or to void any vote or rating, should we determine that any technical issue, human error, virus, bug, unauthorized intervention, or other factor has compromised the fairness, security, or integrity of the process.

Vital Brands also reserves the right to disqualify any individual found to be violating these Terms of Use, tampering with the voting or rating process, or behaving in an unsportsmanlike, unethical, or improper manner. All of our decisions relating to voting and rating features, including the counting, disqualification, or invalidation of any votes or ratings, are final and binding.

In some cases, you may be invited to participate in voting or rating features through third-party applications or platforms (such as social media networks like Facebook or Twitter). In those instances, your participation will also be governed by the terms and conditions of the respective third-party platform.

12. Contests/Sweepstakes

Any sweepstakes, contests, games, or promotional offers (“Promotions”) accessible through this Service are governed by their own specific rules, terms, and conditions. By entering or participating in any such Promotions available on this Service, you agree to be bound by those specific rules and conditions.

It is your responsibility to read the applicable rules, which will be linked from the relevant page or activity. In the event of any conflict between these Terms of Use and the specific rules governing a particular Promotion, the specific rules for that Promotion will control—but only to the extent of the conflict.

Promotions that are made available or advertised on third-party platforms (such as social media sites like Facebook, Instagram, or Twitter) may also be subject to additional terms and conditions imposed by those platforms. Your participation in any such Promotions is subject to both the rules provided by Vital Brands Inc. and the applicable third-party terms.

13. Geographic Scope of Site

Vital Brands Inc. operates and controls this Service from within the United States of America. While this Service may be accessible from various locations, you understand and agree that Vital Brands Inc. does not intentionally direct or aim any content, activity, or marketing toward users outside the United States.

Unless otherwise specified, this Service is intended to promote products sold by Vital Brands Inc. within the United States and its territories. We make no representation that the content of this Service, or the products referenced herein, are appropriate or available for use in other locations. If you choose to access the Service from outside the United States, you do so at your own risk, and you are responsible for compliance with all applicable local laws.

These Terms of Use, and any disputes related to this Service, are governed exclusively by the laws of the State of New York, without regard to its conflict of law principles.

14. Links to Other Sites

For your convenience, this Service may provide links to third-party websites (“Third-Party Sites”) that are not operated or controlled by Vital Brands Inc. We have no control over the content, security, policies, or practices of any Third-Party Sites and accept no responsibility for them.

The inclusion of any link to a Third-Party Site is provided solely for convenience and does not constitute an endorsement, referral, or recommendation by Vital Brands Inc. of the linked site, its content, or any products or services offered thereon. We are not responsible for any form of transmission received from any linked site, nor are we liable for any damage or loss that may arise from your use of or reliance on any content, goods, or services available on or through any Third-Party Sites.

If you choose to share information about Vital Brands Inc. or our products through social networking platforms—whether via direct links on this Service or through other means—you understand that any data you transmit may be collected directly by the social network or third-party provider, not by Vital Brands Inc. Your activity on such platforms is governed by the terms and policies of the respective platform, and you are responsible for complying with their requirements.

15. Contents of This Service – Disclaimer

The materials and content available on or through this Service—including, but not limited to, graphics, software, recommendations, and other information (collectively, the “Materials”)—are provided on an “as is” and “as available”basis, without warranties of any kind, either express or implied. To the fullest extent permitted by applicable law, Vital Brands Inc. (“Vital Brands”) disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Vital Brands makes no representations or warranties regarding the accuracy, reliability, completeness, or usefulness of the Materials provided. The Materials may contain errors, inaccuracies, or outdated information, and Vital Brands has no obligation to update or verify the currency of such content.

Additionally, you acknowledge that by using this Service, you may encounter content submitted by other users (“User Submissions”). Vital Brands does not control, endorse, or guarantee the accuracy, integrity, legality, quality, or intellectual property rights associated with any User Submissions. We cannot ensure that you will not be exposed to content that may be offensive, inaccurate, misleading, harmful, or otherwise objectionable. You agree that your access to such User Submissions is at your own risk, and that Vital Brands acts solely as a passive platform for this content without assuming any responsibility or liability for it.

The views and opinions expressed in any User Submissions do not necessarily reflect those of Vital Brands, its affiliates, or service providers.

16. Operation of This Service – Disclaimer

While Vital Brands Inc. strives to maintain the availability and functionality of this Service, we do not and cannot guarantee that the Service will be free from defects or interruptions.

To the fullest extent permitted by law, Vital Brands disclaims all warranties, express or implied, related to the operation of this Service, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We make no guarantees that:

  1. The Service will meet your expectations or requirements;
  2. Access to the Service will be uninterrupted, timely, secure, or free from viruses, malware, or other harmful components;
  3. Any results or outcomes from your use of the Service will be accurate, reliable, or beneficial; or
  4. Any identified defects will be corrected.

You acknowledge that you, not Vital Brands, are solely responsible for any costs associated with servicing, repairing, or correcting any issues affecting your computer, mobile device, or software that may arise from your use of this Service, including those caused by viruses, errors, or system malfunctions.

To the maximum extent allowed by law, you further agree that this Service is provided solely for informational and entertainment purposes over the public internet. Any data or information obtained through your use of the Service is of no intrinsic or commercial value, and you assume all risks associated with its use, with no liability to Vital Brands for any resulting injury or damages.

17. Limitation of Liability

To the fullest extent permitted by law, under no circumstances shall Vital Brands Inc., its parent company, subsidiaries, affiliates, and each of their respective officers, directors, employees, agents, representatives, licensors, licensees, successors, and assigns (collectively, the “Vital Brands Parties”) be liable for any damages or injuries of any kind—including but not limited to direct, indirect, special, incidental, consequential, punitive, statutory, or exemplary damages—that result from or relate to:

  • The use of, or inability to use, this Service or any materials available through this Service;
  • Any information shared through this Service, including information provided to or shared with third parties;
  • Errors, omissions, interruptions, defects, failures in performance, delays in operation or transmission, system line failures, or any viruses, worms, trojan horses, or other harmful components.

This limitation of liability applies regardless of the legal theory asserted—whether contract, negligence, strict liability, tort, statute, or otherwise—and even if Vital Brands Inc. or any authorized representative has been advised of the possibility of such damages.

18. Limitations on Disclaimers and Liability

Certain jurisdictions may not allow the exclusion of implied warranties or the limitation or exclusion of liability for incidental or consequential damages. Therefore, some of the disclaimers and limitations described in Sections 15, 16, and 17 may not apply to you.

However, to the maximum extent permitted by applicable law, in no event shall the total cumulative liability of the Vital Brands Parties to you for any damages, losses, or causes of action—whether in contract, tort (including negligence), strict liability, or otherwise—exceed the amount you have paid, if any, to access or use this Service.

You expressly acknowledge that the disclaimers and limitations of liability set forth in Sections 15 through 18 are essential to Vital Brands Inc.’s ability to provide this Service, and you agree that you will not use the Service if you do not intend to honor these provisions.

19. Indemnification

You agree to indemnify, defend, and hold harmless the Vital Brands Parties from and against any and all claims, actions, proceedings, damages, judgments, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and expenses of counsel selected by Vital Brands Inc. at its sole discretion) arising out of or related to:

  • Your use of the Service;
  • Your User Submissions;
  • Your actual or alleged breach of these Terms of Use, including any warranties, representations, or agreements you make herein;
  • Your violation of any applicable laws, rules, or regulations; or
  • Your violation of the rights of any other individual or entity.

In addition, if you initiate or threaten to initiate any litigation, arbitration, or legal claim against Vital Brands Inc. or the Vital Brands Parties that is based on or involves repudiation, misrepresentation, or breach of any promises, representations, agreements, or consents you have provided under these Terms of Use (collectively, “Prohibited Legal Actions”), you agree to fully indemnify and hold harmless the Vital Brands Parties from any resulting liabilities, damages, claims, demands, losses, expenses, and costs, including reasonable attorneys’ fees and legal expenses incurred by Vital Brands Inc., whether such Prohibited Legal Actions are brought individually or as part of a collective or class action.

20. Disputes

PLEASE READ THIS SECTION CAREFULLY—IT AFFECTS YOUR LEGAL RIGHTS.

At Vital Brands Inc. (“Vital Brands”), we are committed to customer satisfaction. If you have a problem, concern, or dispute regarding this Service, we encourage you to contact our customer service team first. We will make every reasonable effort to resolve your issue quickly and fairly. If we are unable to reach a satisfactory resolution, the following dispute resolution process will apply.

A. Pre-Arbitration Claim Resolution

For any dispute you may have with Vital Brands, you must first provide us with an opportunity to resolve the dispute by sending a written notice (“Dispute Notice”) to:

Vital Brands Inc.
363 N Sam Houston Pkwy E Suite 125, Houston, Texas 77060
Attn: Legal Department

Your Dispute Notice must include the following:

  1. Your full name, mailing address, and email address;
  2. A detailed written description of your claim, along with any supporting documentation;
  3. The specific relief you are seeking, including any claimed damages and how you calculated them.

Each Dispute Notice may address only your individual dispute. Multiple disputes may not be combined into one notice.

Within 60 days of receiving your complete Dispute Notice, both you and Vital Brands agree to engage in a good-faith individual settlement discussion (“Conference”)—conducted either in person, by telephone, or via videoconference. If you are represented by legal counsel, both you and your attorney must participate in this discussion. Vital Brands will also designate its representatives for the Conference, which may include legal counsel.

Both parties agree that this Pre-Arbitration Claim Resolution is a required condition before any arbitration, litigation, or formal complaint may be filed. If this process is not followed, either party may seek to halt any arbitration or lawsuit until the procedure is completed. No arbitration administrator shall accept or proceed with an arbitration until this process is satisfied.

B. Arbitration Agreement, Class Action Waiver, and Punitive Damages Waiver

If your dispute is not resolved through the Pre-Arbitration Claim Resolution, either party may elect to have the matter resolved through binding arbitration, except where a dispute is eligible to be brought in small claims court.

Both you and Vital Brands agree that:

  • Any dispute, whether based in contract, tort, law, equity, statute, or any other theory, related to these Terms of Use or your use of the Service, will be resolved exclusively through binding arbitration on an individual basis.
  • No class actions, collective actions, private attorney general actions, or mass arbitrations are permitted. Each party must bring claims solely on their own behalf.

Any disputes regarding the scope or enforceability of this Arbitration Agreement will be decided by the arbitrator.

C. Arbitration Procedures

If arbitration is initiated:

  • Arbitration will be conducted before Judicial Arbitration and Mediation Services (“JAMS”), following the JAMS Comprehensive Arbitration Rules and Procedures then in effect.
  • The arbitration will take place in a location selected under JAMS rules that is reasonably convenient for the party bringing the claim, unless both parties agree to another location. Accommodation of your location request does not constitute consent by Vital Brands to jurisdiction in that forum.
  • The arbitrator will apply New York State law, consistent with the Federal Arbitration Act, and will honor recognized legal privileges.
  • Discovery (exchange of information) must be completed within 60 days of filing unless both parties agree to extend.
  • The arbitrator’s decision is final and binding and may be entered in any court with jurisdiction.

If any portion of this Arbitration Agreement (other than the prohibition on class or representative claims) is found invalid, the remainder still applies. However, if the ban on class or representative arbitration is invalidated, the entire arbitration provision is void, and neither party will be required to arbitrate.

In cases where you or your attorney file 50 or more arbitration demands against Vital Brands or related parties simultaneously or in close succession (Mass Arbitration), the JAMS Mass Arbitration Procedures and Fee Schedule will apply. In such cases, any challenges to the arbitration clause's enforceability or jurisdictional questions will be resolved by a court, not the arbitrator.

For full JAMS rules and to file a claim, visit: www.jamsadr.com

  1. Other Dispute Resolution Terms
  • The prevailing party in any dispute (whether arbitration or litigation) is entitled to recover reasonable attorneys’ fees and costs.
  • All parties agree to comply with legal standards similar to Federal Rule of Civil Procedure 11, ensuring that any claims or demands made are not frivolous, baseless, or for improper purposes.
  • If you are found to be in breach of any of these Terms of Use, you forfeit the right to enforce any part of these Terms of Use against Vital Brands.
  • Any legal claim or cause of action arising from or related to your use of this Service or these Terms of Use must be filed within one (1) year after the claim accrues. Otherwise, the claim is permanently barred.

IMPORTANT:
If you do not agree to the binding arbitration, class action waiver, and other dispute resolution provisions in this section, you must not use this Service.

21. Copyright Department

The Digital Millennium Copyright Act of 1998 (“DMCA”) provides legal recourse for copyright owners who believe that material posted online infringes their rights under U.S. copyright law. If you believe that content available on this Service infringes your copyright or other intellectual property rights, you must submit a written notification to our designated Copyright Agent containing the following information:

  1. Your physical or electronic signature or that of a person authorized to act on your behalf;
  2. A description of the copyrighted work or other intellectual property you believe has been infringed;
  3. A description of the location of the allegedly infringing material on the Service with sufficient detail to allow us to find and verify the material;
  4. Your name, mailing address, telephone number, and email address;
  5. A statement by you that you have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent, or the law;
  6. A statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright or intellectual property owner, or are authorized to act on behalf of the owner.

Failure to include all of the information required under the DMCA may render your notice ineffective, and Vital Brands Inc. will not be deemed to have actual knowledge of the alleged infringement.

Please send DMCA notices to Vital Brands Inc.’s designated Copyright Department at:

Vital Brands Inc.
363 N Sam Houston Pkwy E Suite 125, Houston, Texas 77060
Phone: +1 (713) 660-1616
Email: legal@vitalbrandsinc.com

We recommend that you consult with your legal advisor before filing a notice of alleged infringement.

Vital Brands Inc. reserves the right, in its sole discretion and when appropriate, to terminate access to the Service by users who are determined to be repeat infringers.

22. Applicable Law and Forum

These Terms of Use, your access to and use of this Service, and any dispute arising out of or relating to these Terms or your use of the Service (whether in contract, tort, statute, or otherwise) shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.

Any dispute not subject to the arbitration provisions outlined in Section 20 shall be exclusively resolved in the state or federal courts located in New York, New York, and you expressly agree and submit to the personal jurisdiction of such courts for the purpose of resolving any such legal action. To the fullest extent permitted by law, you further agree that any such claims shall be brought solely on an individual basis and not as part of any class, consolidated, collective, or representative action.

23. Waiver of Jury Trial

To the fullest extent permitted by applicable law, both Vital Brands Inc. and you hereby knowingly, voluntarily, and irrevocably waive any right to a trial by jury in any legal proceeding arising out of or relating to these Terms of Use or your use of the Service. This waiver applies to any claim brought in court, whether sounding in contract, tort, statute, or otherwise.

24. Severability

If any provision of these Terms of Use is determined to be invalid, unlawful, void, or for any reason unenforceable, that provision shall be deemed severable from the remaining provisions. The unenforceability of any single provision shall not affect the validity and enforceability of any other provisions, which shall remain in full force and effect.

25. No Waiver

The failure of Vital Brands Inc. to enforce any provision of these Terms of Use shall not constitute a waiver of that provision or any other provision, whether in the past or in the future. No waiver shall be effective unless it is expressly set forth in a written document signed by an authorized representative of Vital Brands Inc.. Neither the acceptance of payment nor the reliance by any party on Vital Brands Inc.’s conduct shall be deemed a waiver of any right under these Terms.

26. No Legal Effect of Headings

The headings and titles used in these Terms of Use are provided for convenience only and have no legal or contractual significance. They do not limit, modify, or affect the meaning or interpretation of any part of these Terms.

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