TERMS & CONDITIONS 1.1
These Terms and Conditions set out the whole agreement between you and us for the supply of services and constitute an agreement between you and us. Please ensure that you read and understand these Terms and Conditions because you will be bound by them.
A. “V-Healthy” “us” “we” “V-Healthy services” and “our” means V-Healthy Ltd
B. "Member" "you" "your website” and "your" means you.
A. Our failure to enforce any of our rights at any time, for any period and for whatever reason will not be construed as a waiver of such rights; neither will any failure to identify or act upon your breach of the terms of this agreement be deemed to be an affirmation by us that your behaviour is acceptable.
B. Where a provision of this agreement is deemed to be invalid or unenforceable by any English Court, the provision will be deleted but such deletion will not affect the validity and enforceability of the remaining provisions.
C. We may assign or transfer the benefit of this agreement our obligations under it, to any other legal entity at any time without notice to you.
D. You must be at least 16 years old to own one of our websites.
E. Except where permitted by this agreement, neither party may alter the terms and conditions without the written agreement of the other party and no written or oral representation by either party will serve to modify or amend these terms and conditions in any way.
F. This agreement shall be governed by English law and the English courts shall have exclusive jurisdiction to deal with any disputes arising in relation to it.
G. These terms and conditions are subject to change without notice
H. All subscription fees are subject to periodic increases and we reserve the right to pass on any changes in the rate of VAT to you. Fees will normally be reviewed on an annual basis but circumstances may dictate an earlier revision. You will normally be given one months-notice of any fee change. Membership dues for prepaid annual memberships will be reviewed only on renewal.
I. The tools and information on the V-Healthy websites are intended as an aid to weight loss, weight maintenance, and to improve health and do not offer medical advice.
J. V-Healthy LTD uses information provided by manufacturers, producers and retailers and does not recommend or warranty any claims made for any product.
K. You must not behave in a violent, rude or threatening way or in a manner which distresses or causes discomfort to other members or V-Healthy Employees.
A. In the course of your website membership, V-Healthy may collect certain personal information about you including personal details and financial details. We will use this information for purposes including managing your membership and communicating with you. You will always be given the opportunity to opt out of such communications via the website. You have the duty to keep your information up to date and to inform us of any significant changes.
B. Please contact the management if you have any questions or concerns about how V-Healthy will use and store your personal information or if you wish to exercise your right to access, modify, object to the use of or request the deletion of your personal information.
C. We reserve the right to take photographs/film/screen shots (which may include you, provided your inclusion is incidental) for press and promotional purposes.
Cancellation of your membership by you:
You cancel your Website anytime within the first 14 days from day of registration. After that you may cancel your membership with one months’ notice from your payment day. This should be done by written or email confirmation to head office and no further payments will be taken.
Cancellation by V-Healthy:
Failure to comply with any of the V-Healthy Terms and/or to pay any due Fee shall entitle V-Healthy to suspend (until full payment is made) or cancel your User Account and User Platform (or certain features thereof), as well as the provision of any related V-Healthy Services (e.g. Paid Services) or Third Party Services to you.
You agree and undertake not to:
copy, modify, create derivative works of, download, adapt, reverse engineer, emulate, migrate to another service, translate, compile, decompile or disassemble the V-Healthy Website, the V-Healthy Services (or any part thereof), any Content offered by V-Healthy or Third Party Services for use and display within User Platforms (“Licensed Content”) and/or any part thereof in any way, or publicly display, perform, transmit or distribute any of the foregoing without V-Healthy’s prior written and specific consent and/or as expressly permitted under the V-Healthy Terms;
submit, transmit or display any User Content, or use Licensed Content in a context, which may be deemed as defamatory, libelous, obscene, harassing, threatening, incendiary, abusive, racist, offensive, deceptive or fraudulent, encouraging criminal or harmful conduct, or which otherwise violates the rights of V-Healthy or any third party (including any intellectual property rights, privacy rights, contractual or fiduciary rights), or otherwise shows any person, entity or brand in a bad or disparaging light, without their prior explicit approval;
use any illegal action to collect login data and/or passwords for other websites, third parties, software or services;
phish, collect, upload, or otherwise make available credit card information or other forms of financial data used for collecting payments, unless done in accordance with any applicable law, including, with the PCI DSS standard when applicable;
upload, insert, collect or otherwise make available within the V-Healthy Website or the V-Healthy Services (or any part thereof), any malicious, unlawful, defamatory or obscene Content;
publish and/or make any use of the V-Healthy Services or Licensed Content on any website, media, network or system other than those provided by V-Healthy, and/or frame, “deep link”, “page scrape”, mirror and/or create a browser or border environment around any of the V-Healthy Services, Licensed Content and/or User Platform (or any part thereof), except as expressly permitted by V-Healthy, in advance and in writing;
use any “robot”, “spider” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the V-Healthy Services (or its data and/or Content), or in any way reproduce or circumvent the navigational structure or presentation of any of the V-Healthy Services to obtain or attempt to obtain any materials, documents, services or information through any means not purposely made available through the V-Healthy Services;
act in a manner which might be perceived as damaging to V-Healthy’s reputation and goodwill or which may bring V-Healthy into disrepute or harm;
purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use V-Healthy or V-Healthy Marks and/or variations and misspellings thereof;
impersonate any person or entity or provide false information on the V-Healthy Services and/or User Platform, whether directly or indirectly, or otherwise perform any manipulation in order to disguise your identity or the origin of any message or transmittal you send to V-Healthy and/or any End Users;
falsely state or otherwise misrepresent your affiliation with any person or entity, or falsely express or imply that V-Healthy or any third party endorses you, your User Platform, your business, your User Products, or any statement you make;
reverse look-up, trace, or seek to trace another User of V-Healthy Services, or otherwise interfere with or violate any other User’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the V-Healthy Services and/or User Platform without their express and informed consent;
disable, circumvent, bypass or otherwise avoid any measures used to prevent or restrict access to the V-Healthy Services, User Platform, the account of another User(s), or any other systems or networks connected to the V-Healthy Services, by hacking, password mining, or other illegitimate or prohibited means;
probe, scan, or test the vulnerability of the V-Healthy Services or any network connected to the V-Healthy Services;
upload to the V-Healthy Services and/or User Platform or otherwise use them to design, develop, distribute and/or otherwise transmit or execute, any virus, worm, Trojan Horse, time bomb, web bug, spyware, malware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the V-Healthy Services or V-Healthy’s systems or networks connected to the V-Healthy Services, or otherwise interfere with or disrupt the operation of any of the V-Healthy Services, or the servers or networks that host them or make them available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;
use any of the V-Healthy Services and/or User Platform in connection with any form of spam, unsolicited mail, fraud, scam, phishing, “chain letters”, “pyramid schemes” or similar conduct, or otherwise engage in unethical marketing or advertising;
access to V-Healthy Services, User Accounts, Licensed Content and/or User Content, through any means or technology (e.g. scraping and crawling), other than our publicly supported interfaces.
sell, license, or exploit for any commercial purposes any use of or access to the Licensed Content and/or V-Healthy Services, except as expressly permitted by the V-Healthy Terms;
Move or alter any copyright notices, watermarks, restrictions and signs indicating proprietary rights of any of our licensors, including copyright mark [©], Creative Commons [(cc)] indicators, or trademarks [® or ™] contained in or accompanying the V-Healthy Services and/or Licensed Content; or
Violate, attempt to violate, or otherwise fail to comply with any of the V-Healthy Terms or any laws or requirements applicable to your use of the V-Healthy Services.
Access or use the Services for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service.
You acknowledge and agree that your failure to abide by any of the foregoing or any misrepresentation made by you herein may result in the immediate termination of your User Account and/or any Services provided to you – with or without further notice to you, and without any refund of amounts paid on account of any such Services.
Third Party Services
The V-Healthy Services enable you to engage and procure certain third party services, products and tools for enhancing your User Platform and your overall user experience, including, without limitation, domain registrars from which you may purchase a domain name for your User Website, third party applications and widgets offered via the V-Healthy Website, third party Licensed Content, media distribution services, E-Commerce Payment Providers, sellers of tangible products, third party designers who may assist you with your User Platform, etc. (collectively, “Third Party Services”).
You acknowledge and agree that regardless of the manner in which such Third Party Services may be offered to you (bundled or integrated within certain V-Healthy Services, offered separately by V-Healthy or persons certified or authorized by V-Healthy, or otherwise offered anywhere on the V-Healthy Services), V-Healthy merely acts as an intermediary platform between you and such Third Party Services, and does not in any way endorse any such Third Party Services, or shall be in any way responsible or liable with respect thereto. V-Healthy will not be a party to, or in any way be responsible for monitoring, any interaction or transaction between you and any Third party Services.
You acknowledge that such services may require the payment of additional amounts to V-Healthy and/or to the providers of such Third-Party Services.
Any and all use of such Third Party Services shall be done solely at your own risk and responsibility, and may be subject to such legal and financial terms which govern such Third Party Services, which you are encouraged to review before engaging with them.
While we hope to avoid such instances, V-Healthy may, at any time and at its sole discretion, suspend, disable access to or remove from your User Account, User Platform(s) and/or the V-Healthy Services, any Third Party Services – whether or not incorporated with or made part of your User Account and/or User Platform(s) at such time – without any liability to you or to any End Users.
Your Intellectual Property
As between V-Healthy and you, you shall own all intellectual property pertaining to your User Content and to any other materials created by you, including to any designs, images, animations, videos, audio files, fonts, logos, illustrations, compositions, artworks, text, your customer details and literary works. V-Healthy does not claim ownership rights on your content. For the sole purpose of granting you the service, You know and agree that we will need to access, upload and/or copy your User Content to our platform, including cloud services and CDN’s, to make display adjustments, to duplicate for backup and perform any other technical actions and/or uses required to perform our services, as we deem fit.
V-Healthy Intellectual Property
All rights, title and interest in and to the V-Healthy services, including any and all copyrightable materials or any other content thereof which is or may be subject to any intellectual property rights under any applicable law (including any artwork, graphics, images, website templates and widgets, literary work, source and object code, computer code (including html), applications, audio, music, video and other media, designs, animations, interfaces, documentation, derivatives and versions thereof, the “look and feel” of the V-Healthy services, methods, products, algorithms, data, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customized URLs, trademarks, service marks, trade names and other proprietary identifiers, whether or not registered and/or capable of being registered (collectively, “Intellectual Property”), and any derivations thereof, are owned by and/or licensed to V-Healthy.
Subject to your full compliance with the V-Healthy terms and timely payment of all applicable Fees, V-Healthy hereby grants you, upon creating your Website and for as long as V-Healthy wishes to provide you with the V-Healthy Services, a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited license to use the V-Healthy Services and Licensed Content, for the purpose of generating and displaying your User Platform to End Users and offering your User Products (as defined below) therein, solely as expressly permitted under the V-Healthy Terms, and solely within the V-Healthy Services.
The V-Healthy Terms do not convey any right or interest in or to V-Healthy Intellectual Property (or any part thereof), except only for the limited license expressly granted above. Nothing in the V-Healthy Terms constitutes an assignment or waiver of V-Healthy Intellectual Property rights under any law.
Loss of Data, Content and Capacity:
If your User Account or any V-Healthy Services or Third Party Services related to your User Account are cancelled (whether at your request or at V-Healthy discretion), it may cause or result in the loss of certain content, features, or capacity of your User Account, including any User Content, End User data or other usage data retained therein, and including any domain name reservation or registration that was included in such Services (“Capacity Loss”). V-Healthy shall not be liable in any way for such Capacity Loss, or for saving a backup of your User Account, User Content or End User data. Please also note that additional Fees may apply to re-activation of a User Account and/or any V-Healthy Services following their cancellation, as determined by V-Healthy in its sole discretion.
Limitation of Liability
To the fullest extent permitted by law in each applicable jurisdiction, V-Healthy, its officers, directors, shareholders, employees, affiliates and/or agents shall not be liable to you for any direct, indirect, incidental, special, punitive, exemplary or consequential damages whatsoever, including any damages resulting from (1) errors, mistakes, or inaccuracies of or in any content; (2) any personal injury or property damage related to your use of the V-Healthy Services; (3) any unauthorized access to or use of our servers and/or any personal information and/or other information stored therein; (4) any interruption or cessation of transmission to or from the V-Healthy Services; (5) the use or display of any Content or User Content posted, emailed, transmitted, or otherwise made available via the V-Healthy Services; (6) events beyond the reasonable control of V-Healthy, including any internet failures, equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, earthquakes, explosions, acts of God, war, terrorism, intergalactic struggles, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties; and/or (7) loss of use, data, profits, goodwill, or other intangible losses, resulting from the use or the inability to use any or all of V-Healthy Services.
You acknowledge and agree that these limitations of liability are agreed allocations of risk constituting in part the consideration for V-Healthy services to you, and such limitations will apply even if V-Healthy has been advised of the possibility of such liabilities.
Changes & Updates
V-Healthy reserves the right to change, suspend or terminate any of the V-Healthy Services (or any features thereof, or prices applicable thereto), and/or cancel your access to any of the V-Healthy Services (including removal of any materials created by you in connection with the V-Healthy Services) for any reason and/or change any of the V-Healthy Terms with or without prior notice - at any time and in any manner.
You agree that V-Healthy will not be liable to you or to any third party for any modification, suspension or discontinuance of those V-Healthy Services.
If any such changes involve the payment of additional Fees, we will provide you with a notice of such Fees prior to enabling such specific changes. If you fail or refuse to pay such Fees, we may (at our sole discretion) cancel your User Account (as further explained in Section 6 above), continue to support your then-current V-Healthy Services without enabling such changes, or provide you with alternative Services.
For the purposes of this agreement, a Force Majeure Event means an event beyond the reasonable control of V-Healthy including but not limited to strikes, lock-outs or other industrial disputes (whether involving V-Healthy or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
V-Healthy shall not be liable to you as a result of any delay or failure to perform its obligations under this agreement as a result of a Force Majeure Event.
If the Force Majeure Event prevents V-Healthy from providing any of the services for more than 90 days, V-Healthy may, without limiting its other rights or remedies, have the right to terminate this agreement immediately by giving written notice to you.