Terms Of Use

February 23, 2015


  • 1. Acceptance

    Please read these Terms of Use (the “Terms”) carefully because it is a legally binding document that governs your access to Trade Vitality (the “Service”). The Service users are referred to herein as “Customer,” “You,” and “Your.” The Service is owned and operated by Trade Vitality LLC, a California limited liability company (“We,” “Us,” or “Our”). By accessing the Service, you indicate your acceptance of these Terms of Use, as well as our Privacy Policy available at https://tradevitality.com/privacy. If you disagree with any provision of the aforementioned documents, you may not use the Service.

  • 2. Intellectual Property
    • a. IP Ownership. Trade Vitality LLC owns all intellectual property rights to the Service. Service features, look and feel, design, registered and unregistered trademarks are protected by the US and international copyright, trademark, trade secret, and other intellectual property or proprietary rights laws.
    • b. Use License. Our Service is licensed to you, not sold, so you will not acquire any ownership rights in the Service pursuant to these Terms. We grant you a limited, non-exclusive, non-transferable, and revocable license to access the Service solely for your own internal business needs. You must not resell any rights to the Service, reverse engineer, disassemble or decompile any part of our Service, except and only to the extent that the applicable law expressly permits doing so.
    • c. Your Data. You, not Trade Vitality LLC, are solely responsible for the content you submit through our Service. We are not a backup service and we will not be responsible for loss of your content. All of your personal data (name, e-mail address, etc.) will be processed in compliance with our Privacy Policy. All data (e.g. seller information and product data), materials, information, ideas, images sent to us will be considered non-confidential and for free use of Trade Vitality LLC. By sending said material you assign to Trade Vitality LLC the right to use it without any obligation to acknowledge receipt or to pay any compensation. You warrant that the material you send us is not false or misleading, does not infringe any third party’s right or any law, and you remain responsible for the contents of the material. You will hold Trade Vitality LLC harmless from and against any and all claims damages, losses, costs and expenses including the attorneys’ fees and court costs, arising from or related to any material submitted by you.
    • d. Takedown Requests. We respect the intellectual property rights of others and require our users to do the same. All claims of copyright infringement committed using our Service will be investigated if reported to our designated Copyright Agent. If we believe that any posted material violates any applicable law, we will remove or disable access to any such material and/or terminate or suspend the offending user’s account.
  • 3. Disclaimers
    • a. Venue. Trade Vitality is a price aggregation Service that helps brands monitor their Minimum Advertised Price (MAP) policies. OUR SERVICE IS A NEUTRAL VENUE. WE ARE NOT RESPONSIBLE FOR ANY CONDUCT OR CONTENT PROVIDED BY THE SERVICE USERS. THEREFORE, WE DISCLAIM ALL LIABILITY ARISING OUT OF OR RELATED TO USER CONTENT, CONDUCT AND TRANSACTIONS.
    • b. Disclaimer of Warranty. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR EXPECTATIONS OR REQUIRMENTS. WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. We do not guarantee that any content provided on the Service is complete, accurate or up-to-date. You are responsible for implementing sufficient procedures to satisfy your particular requirements for the safety of your personal information, anti-virus protection and accuracy of data input and output. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR DEVICE, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT. Some jurisdictions do not allow the exclusion or limitation of liability, so the aforementioned limitations may not apply to you.
    • c. Limitation of Liability. IN NO EVENT WILL WE, OUR EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICE, ANY SITES LINKED TO IT, ANY CONTENT, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DEATH, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY EXCEED $200. NO CLAIM, SUIT OR ACTION MAY BE BROUGHT AGAINST US AFTER SIX MONTHS FROM THE DATE THE UNDERLYING CAUSE OF ACTION AROSE. Some jurisdictions do not allow the exclusion or limitation of liability, so the aforementioned limitations may not apply to you.
  • 4. Third Party Networks

    Trade Vitality LLC cannot guarantee the availability or performance of any third party network, such as payment processor, email hosting, instant message network, social network (e.g. Stripe, Skype, Facebook, etc.) accessible from our Service. Such third party networks may change their operations without notice to Trade Vitality LLC. Therefore, Trade Vitality LLC shall not be liable for any outages, version changes, delivery delays, failures, bugs, or termination of third party network service. Third party networks have their own terms of use, and Customer must comply with any terms of service provided by any third party network.

  • 5. Data Security

    Trade Vitality LLC will adhere to the generally accepted industry security standards. Interfaces between any Service servers and the internet will include firewalls or other online security infrastructure to prevent accidental, unauthorized or unlawful access to data. Trade Vitality LLC may temporarily suspend Customer’s access to the Services in the event of suspicious activity or other security issues. Trade Vitality LLC will use commercially reasonable efforts to resolve and mitigate the risk and resume Customer's use of the Services and access to the service as soon as possible.

  • 6. User Obligations

    By accessing the Service, you represent, warrant and agree that:

    • a. It is your sole responsibility to ensure that your use of the Service complies with all applicable laws, including, without limitation, laws relating to privacy, security, and confidentiality.
    • b. You assume all risks and all costs associated with your use of the Service, including, without limitation, any Internet access fees and back-up expenses.
    • c. You are solely responsible for the content you submit to or through the Service. Your content will not infringe anyone’s privacy or intellectual property rights, contain false, misleading or defamatory information.
    • d. It is your sole responsibility to ensure your use of the Service complies with any applicable professional responsibility and ethics rules.
    • e. We may contact you for reasons relating to your use of our Service. You will cooperate with us by timely responding to our reasonable inquiries related to the Service.
    • f. We may terminate any user account with or without notice using our sole reasonable discretion.
    • g. You will treat all your login credentials confidential. Do not disclose them to any third party. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
    • h. You will treat all Service users and administrators respectfully, online and offline.
    • i. We may withdraw or change our Service in any way we deem appropriate without prior notice to you. We will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period to registered users or visitors.
  • 7. Prohibited Conduct

    You must not:

    • a. Use the Service for any illegal purpose, upload, post, link to, copy or republish copyrighted material without permission from the rights holder.
    • b. Submit false, inaccurate, misleading, fraudulent, defamatory, abusive, obscene, threatening, harassing, racially offensive, or objectionable content. We reserve the right to have a final say in what constitutes “objectionable” content.
    • c. Use the Service to defraud, stalk, defame, bully, threaten or intimidate anyone.
    • d. Publicly post any confidential or private information, such as credit card information, social security numbers, private phone numbers or private email addresses. You may, however, store such sensitive information in the secure areas of your account.
    • e. Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure.
    • f. Impersonate any other person or entity. 
    • g. Transmit, or procure the sending of, any advertising or promotional material and unsolicited mass communication (spam) without our prior written consent.
    • h. Access the Service to build a competing service.
    • i. Introduce any viruses or other harmful material, use any device, software or routine that interferes with the proper working of the Service.
    • j. Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service.
    • k. Otherwise attempt to interfere with the proper working of the Service or anyone’s use and enjoyment of it.
  • 8. Indemnification

    You agree to defend, indemnify and hold harmless us, our affiliates and licensors, officers, directors, employees, contractors, agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) resulting from your violation of these Terms of Use or your use of the Service.

  • 9. Monitoring and Enforcement; Termination

    We have the right to take any action that we deem necessary or appropriate if we believe that a user violates these Terms, infringes any intellectual property right or other right, threatens the personal safety of users of the Service and the public. We may:

    • a. Fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any materials on or through the Service.
    • b. Disclose your identity to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
    • c. Terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of these Terms of Use.
    • d. Take appropriate legal action.
  • 10. Linking to the Service
    • a. You may link to our Service in a way that is legal, fair and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
    • b. You must not establish a link from any website that is not owned by you.
    • c. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
  • 11. Reference

    Trade Vitality LLC has the right to refer to Customer as the recipient of Trade Vitality LLC’s services in marketing materials and on Trade Vitality LLC’s website.

  • 12. Disputes Between Users

    As a neutral venue, we do not offer mediation, arbitration or any other forms of dispute resolution and do not actively monitor user interactions. Therefore, you are solely responsible for your interactions and disputes with other users. We reserve the right, but have no obligation, to facilitate and resolve disputes between Service users.

  • 13. General
    • a. Assignment. You may not assign your rights and obligations under these Terms of Use without our prior written consent. We may transfer, assign or subcontract the rights, interests or obligations under the Terms of Use, at our sole discretion, without obtaining your consent.
    • b. Relationship of the Parties. You and Trade Vitality LLC are independently contracting parties. No agency, partnership, joint venture, employment relationship is intended or created by these Terms. Neither party shall have any authority to act for, bind, make any representations or warranties, or assume any obligation or responsibility, express or implied, on behalf of the other party, except as specifically authorized under these Terms or by written direction of the other party. 
    • c. Governing Law. This Service is operated by Trade Vitality LLC out of Orange County, CA. By accessing the Service, you agree that any legal matter that may arise between you and us relating to the Service shall be governed by the laws of California, without regard to any conflict of law principles that would result in application of any other law. All disputes arising out of your use of the Service shall be resolved by the courts sitting in Orange County, CA.
    • d. Severability. Should any part of these Terms of Use be rendered or declared invalid by an appropriate authority, such invalidation of such part or portion of these Terms of Use should not invalidate the remaining portions thereof, and they shall remain in full force and effect.
    • e. Waiver. Enforcement of these Terms of Use is solely in our discretion, and failure to enforce the Terms in some instances does not constitute a waiver of our right to enforce them in other instances.
    • f. Amendments. We update these Terms of Use every once in a while as we deem appropriate, without notifying you. We then post the changes on this page. Please check this page from time to time to take notice of any changes we made, as they are binding on you. Your continued use of the Service following the posting of revised Terms of Use constitutes your acceptance of the changes.
    • g. Contact. Please direct your questions, comments, feedback, requests for technical support and other communications relating to the Service to our support department.
  • 14. Subscription Auto-Renewal Policy
    • a. Automatic Renewal. Subscriptions are for a pre-paid one-month period that will automatically renew for additional one-month terms. You agree that we may automatically renew your subscription and charge your account at the end of each applicable one-month period, unless you cancel your subscription before the renewal date. The renewal payment will automatically be charged to the same credit card that you used for the original subscription or the most recent renewal.
    • b. How to Cancel Automatic Renewal. To cancel subscription, please email support or click the cancel button from your dashboard billing page. Your cancellation will become effective at the end of the then-current subscription term.