Terms of Service

1. Agreement to these Terms

These Terms of Service (the "Terms") are a legally binding agreement between you, whether personally or on behalf of an entity ("you," "your," or "Member"), and The Vitality Project, LLC, a Utah limited liability company ("The Vitality Project," "we," "us," or "our").

These Terms govern your access to and use of our website at jointhevitalityproject.com, our member application, and every other media form, media channel, page, program, community space, or application that links to or references these Terms (together, the "Service").

By creating an account, purchasing a membership, or otherwise using the Service, you confirm that you have read, understood, and agreed to be bound by these Terms. If you do not agree with all of these Terms, you are expressly prohibited from using the Service and must discontinue use immediately.

Additional terms, policies, and documents that we post or link from the Service are expressly incorporated into these Terms by reference. Where an incorporated document conflicts with these Terms on a subject the incorporated document covers specifically, that document controls on that subject.

The Service is operated and hosted in the United States, and we welcome members worldwide. Section 7.9 sets out what that means for currency, taxes, and the consumer rights your own country's law gives you. The information provided on the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject us to any registration requirement within that jurisdiction or country. If you use the Service from outside the United States you do so on your own initiative, and you are responsible for compliance with the laws that apply where you are.

The Service is not designed or tailored to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLBA), or the Family Educational Rights and Privacy Act (FERPA). We are not a covered entity or a business associate under HIPAA, and the Service is not a medical record system. If your intended use would subject your interactions to those laws, you may not use the Service without a separate written agreement with us that addresses them.

2. Defined terms

"Member Content" means anything you create, submit, post, upload, display, or transmit through the Service, including messages, posts, comments, survey and Vital Check responses, journal and reflection entries, goals, photographs, audio, video, and profile information.

"Membership" means a paid subscription to the Service under one of the plans described in Section 6.

"Organization" means a salon, spa, suite business, school, franchise, or other entity that holds or is associated with a Membership covering more than one person.

"Organization Account" means the account records, settings, rosters, and member-facing spaces associated with an Organization.

"Owner" means the individual who purchases or is designated to administer an Organization Account.

"Seat" means one individual's access to the Service under a Membership.

"Term" means the initial twelve (12) month commitment described in Section 7, and each renewal period after it.

"Vitality Content" means the programs, curriculum, lessons, videos, audio practices, worksheets, workbooks, templates, assessments, prompts, software, designs, text, graphics, and other material we make available through the Service.

3. What the Service is, and what it is not

The Vitality Project is a wellness education, coaching, and community membership for beauty and wellness professionals and the businesses and schools that employ or teach them. Depending on the plan you hold and the features we have made available, the Service may include:

1. the public marketing website;
2. the member application, including wellness education, programs, challenges, streaks, and progress tracking;
3. live and recorded group coaching, masterminds, and guest sessions;
4. community spaces, including group chats, feeds, boards, and member directories;
5. surveys and Vital Checks, and the dashboards and reports built from them;
6. on-demand wellness practices, including breathwork, meditation, and movement;
7. AI-assisted features, including the AI wellness coach referred to as "Victor" and AI-assisted support;
8. the affiliate and referral program, governed by Section 21 and the separate Affiliate Program Terms; and
9. success-story and testimonial submission, governed by Section 22 and the separate Permission and Release.

Features are provided as and when we make them available. We may add, change, limit, or withdraw any feature, program, session, practice, or piece of Vitality Content at any time. Nothing in these Terms is a commitment that any particular feature, session, speaker, or piece of content will exist, continue to exist, or be available at any given time.

Beta and early access features. We sometimes release a feature early and label it as beta, preview, or early access. Those features may change, be limited, or be withdrawn at any time without notice, may not work as intended, and are provided as they are. They are not part of what your Membership entitles you to, and the disclaimers in Section 24 apply to them in full.

The Service does not provide medical, psychological, psychiatric, therapeutic, nutritional, diagnostic, crisis, legal, tax, or financial advice. See Section 18.

3.1 The member application, and where you buy a Membership

Memberships are purchased only on our website, and our payment processor is Stripe. The member application is how you reach what your Membership already includes. Nothing is sold inside the application. We do not use Apple billing or Google billing, we do not offer in-application purchases, and no membership, upgrade, added Seat, or renewal is ever charged through an app store account.

Everything in Sections 7, 9 and 11 applies exactly as written, whichever device or application you use to reach the Service. That includes the twelve-month commitment, the rule that it cannot be cancelled early, and the refund rules in Section 11.3.

3.2 App stores

Where you install our application from the Apple App Store or Google Play, this Section applies in addition to the rest of these Terms.

1. Your license. We grant you a limited, non-transferable license to install and use the application on a device you own or control, running a supported operating system, in line with that store's usage rules and with Section 13.
2. The store is not a party. These Terms are between you and The Vitality Project, LLC only. The store operator is not a party to them, has no obligation to provide maintenance or support for the application, and gives you no warranty for it. We alone are responsible for the application and for answering any support or warranty question about it, on the terms set out in Sections 24 and 25.
3. Third-party beneficiaries. Apple Inc. and Google LLC are third-party beneficiaries of this Section 3.2, and each may enforce this Section against you directly.
4. Store terms. You will comply with the usage rules and the terms of the store you installed the application from.
5. Export control. You represent that you will not export or re-export the application, or any part of the Service, in breach of United States export control law, and that you are not located in a country or territory subject to comprehensive United States sanctions.

3.3 Device permissions

The application may ask your device for permission to use the camera, the microphone, your photo library, notifications, and other device features. Each one is optional. We ask only when a feature needs it, and we use it only for that feature: the camera and microphone to record or upload a story or a video, the photo library to choose a photo you want to add, notifications to send the reminders you turned on. You can say no and keep using the rest of the Service, and you can change or withdraw any permission at any time in your device settings. Our Privacy Policy explains what we do with what you share that way.

3.4 Service interruptions and program changes

We may change the program, and we may need to take the Service offline.

1. Changes to what the program contains. We may add, change, rename, or retire features, sessions, curriculum, practices, community spaces, and the name of the program itself, at any time, including during your Term. A change of that kind is not a breach of these Terms and is not an amendment of them, and it does not reduce, pause, or release your obligation under Section 7.1.
2. Scheduled live sessions. Live calls, masterminds, and guest sessions are scheduled in advance and we make reasonable efforts to hold them as published. Where one has to move, we give you notice as soon as we can and offer an alternative date, or a recording where one is available.
3. Maintenance and downtime. The Service may be unavailable while we carry out scheduled or emergency maintenance, and it may be unavailable for reasons outside our reasonable control. Downtime of that kind is not a breach of these Terms, and Section 24 sets out the full availability position.

4. Eligibility and minimum age

You may use the Service only if you can form a binding contract with us and are not barred from doing so under applicable law.

You must be at least eighteen (18) years old to create an account or purchase a Membership, and self-serve registration is closed to anyone under 18. A student under 18 may use the Service only through a school program under a signed agreement between the school and The Vitality Project, LLC. That agreement governs the student's participation, the consent obtained for the student, and what the school can see. No one under thirteen (13) may use the Service under any circumstances. A student user's parent or legal guardian, or the school acting on their behalf, may request access to, correction of, or deletion of the student's information by writing to support@jointhevitalityproject.com.

By using the Service you represent and warrant that: (1) you have the legal capacity to agree to these Terms and you agree to comply with them; (2) you meet the age requirement above; (3) all registration and billing information you supply is true, accurate, current, and complete, and you will keep it that way; (4) you will not access the Service through automated or non-human means except as permitted in Section 12; (5) you will not use the Service for any illegal or unauthorized purpose; (6) your use of the Service will not violate any applicable law or regulation; and (7) you are not named on any United States sanctions list, and you are not located in, or ordinarily resident in, a country or territory subject to comprehensive United States sanctions.

If you provide information that is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Service.

5. Accounts, roles, and Organization Accounts

5.1 Your account

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. Accounts are personal to one individual. You may not share, sell, lend, or transfer your credentials or your access, and you may not allow more than one person to use a single Seat. Notify us at support@jointhevitalityproject.com as soon as you learn of any unauthorized use of your account.

5.2 Roles

The Service uses roles to determine what a person can see and do. The roles are:

Roles are assigned and changed by us or by the Owner of the relevant Organization Account. You may not assert, spoof, or attempt to assume a role you have not been granted.

5.3 Organization Accounts and who controls them

Where a Membership covers more than one person, the Owner holds and controls the Organization Account. Unless a separate written agreement says otherwise, the Owner:

1. is the contracting party and is responsible for all fees for the Membership;
2. decides who is invited to a Seat, who holds which role, and when a Seat is removed;
3. may designate a Champion and may transfer the Owner role to another individual in the Organization by written request to us; and
4. is responsible for ensuring the Organization has the right to invite each individual and to provide us with their name and contact details for that purpose.

Seats are not owned by the individual who occupies them. If your Seat is removed, whether because you leave the Organization, because the Owner removes you, or because the Organization's Membership ends, your access to the Service ends on the date the removal takes effect. Member Content you posted in Organization spaces may remain in those spaces. See Section 14.4.

5.4 What an Owner can see about their team

Individual survey answers, journal entries, Vital Check responses and AI conversations are never shown to a salon owner, champion, school or franchise administrator. An organization sees aggregated results only, and only where at least three people answered.

Unless we tell you otherwise in the Service at the point the data is collected, or unless you affirmatively choose to share a specific item:

• An Owner, Champion, or school administrator sees aggregated and de-identified results only. This includes participation and completion rates, team-level survey and Vital Check summaries, and culture and engagement dashboards.
• An Owner, Champion, or school administrator does not see an individual's survey or Vital Check answers, journal and reflection entries, AI coach conversations, private messages, or personal wellness plan.
• An Owner does see the roster of Seats, each person's name, contact details, role, invitation and activation status, and whether that person has participated in a given program element.

Where fewer than three people answered, or where a report would otherwise be small enough that an individual's answers could be identified from it, we withhold or suppress the report. We will state clearly inside the Service, at the point of collection, any place where an individual's identified response is visible to anyone other than that individual.

5.5 Precedence of school, franchise, and enterprise agreements

Schools, franchises, and enterprises contract with us under separate signed agreements. Where a signed school, franchise, or enterprise agreement covers a subject that these Terms also cover, the signed agreement controls for that Organization and its authorized users, and these Terms apply only to the extent they do not conflict with it. These Terms continue to apply in full to any individual who uses the Service outside the scope of that agreement, and to any self-serve Membership purchased through the website.

5.6 Keeping your own copies of your content

Keep your own copy of anything you upload. You are responsible for retaining copies of the photos, documents, notes, and other Member Content you put into the Service, and of anything you would not want to lose. We take routine backups as a matter of good practice, but we do not promise that a backup exists for any particular item, that it can be restored, or that it can be restored in the form you gave it to us. We are not liable for the loss, deletion, or corruption of Member Content or of any other data you keep in the Service. Section 11.5 explains how to ask us for an export of your own content, and Section 24 states the wider position.

6. Membership plans

6.1 The plans sold through the website

Teams of 176 or more, and all schools, franchises, and enterprise arrangements, are sold under a separate agreement and are not available through self-serve checkout.

A team of fewer than three (3) people is directed to the Solo Pro plan.

6.2 The price you see at checkout controls

Prices, tiers, and included features are those shown to you on the checkout screen at the time you purchase, together with the checkout disclosure you accept there. Prices are in United States dollars and are exclusive of any sales or other transaction taxes, which we will add where we are required to collect them.

6.3 Protected pricing

While your Membership remains continuously active, the price and any qualifying discount you joined at are kept for the life of that Membership, including across renewals. Protected pricing does not survive a lapse. If your Membership ends and you later return, you join at the rates and offers available at that time.

Protected pricing holds for as long as your Membership runs unbroken. We do not raise your price while your Membership remains continuously active, and you forfeit protected pricing if you cancel or your Membership lapses, as Section 11.2 describes.

7. Commitment, billing, and renewal

Read this section carefully. It describes a twelve-month commitment and an automatically renewing charge.

7.1 The twelve-month commitment

Every Membership sold through the website is a twelve (12) month commitment. This is true whether you pay monthly or annually. What you choose at checkout is how you pay, not how long you are committed for.

• Pay in full (annual). You pay for the whole twelve months in one payment at checkout.
• Monthly installments. You pay one twelfth of your annual obligation on the day you purchase and on the same day of each month for the following eleven months. This is not a month-to-month plan and it cannot be stopped in month three. Your total minimum obligation is twelve monthly payments.

Whether or not you use the Service, attend calls, or complete the program, you are responsible for the entire amount of your twelve-month commitment.

7.2 "Two months free"

Annual pricing is calculated as ten (10) times the monthly price for twelve (12) months of Membership. The difference between ten monthly payments and twelve is what we describe as "two months free." It is a pricing discount for paying in full up front, not two additional months of access added to the end of your Term, and it is not available on monthly installments.

7.3 Authorization to charge, and your stored payment method

By completing checkout you authorize us and our payment processor to charge your payment method for: the amount shown at checkout; each scheduled installment if you chose monthly; every renewal charge under Section 7.4 until you cancel; any applicable taxes; and any approved change to your plan under Section 9. You authorize us to update your stored payment method using card-updater services offered by your card network or issuer.

Your payment method is stored, because your Membership recurs. Our payment processor is Stripe, Inc. Card and bank details are collected and stored by Stripe, and never by us. We hold only a reference token, the card brand, the last four digits, and the expiry date, which is what lets us bill your installments and renewals and show you which card is on file.

7.4 Automatic renewal

Your Membership renews automatically at the end of each Term, and we will charge your payment method for the renewal without further action by you, unless you cancel first. Each renewal is for another twelve (12) month Term, on the same billing cycle, monthly installments or annual, that you were on before the renewal, and at your protected price under Section 6.3.

We send a renewal reminder thirty (30) days before each renewal charge, and again seven (7) days before it. Where the amount we are about to charge you is higher than the amount of your last charge, we send a further reminder of that increase at least seven (7) days before the charge, in addition to the standard reminders.

A cancellation request received at any time up to and including the last day of your current Term stops the next renewal. See Section 11.2.

Renewal reminders are sent to the email address on the account. Keeping that address current is your responsibility.

7.5 Failed payments

If a scheduled charge fails, here is what happens, in order:

1. Day 1. We automatically retry the charge and email you.
2. Day 3. We retry the charge again and email you with options to update your card.
3. Day 7. A member of our team checks in with you personally.
4. Day 10. We send a final notice and pause the account. You can turn it back on yourself, any time, by bringing payment current.
5. After that, if the account is still not brought current, we freeze it.

A freeze, like the pause that precedes it, is a suspension of access, not a cancellation. Your Membership, your Term, and your payment obligation continue while the account is paused or frozen. Access is restored as soon as the account is brought current. If you have made other arrangements with us, we honor them. We do not charge a late fee or interest on a failed payment, and we do not refer a past-due account to collections.

7.6 Partner vouchers and third-party credits

We may accept a voucher or credit issued by a program partner, such as a distributor loyalty program, toward the amount you owe. A voucher is applied as a credit against your membership price. It is never paid out in cash, is never refundable, and is subject to the issuing partner's own program rules, which we do not control.

A voucher comes off what you owe: off your pay-in-full amount, or spread across the payments in your term.

7.7 Currency, records, and taxes

All amounts are in United States dollars. We will email a receipt for each charge to the address on the account, and billing history is available in the Service. You are responsible for any taxes on your purchase other than taxes on our income.

7.8 Chargebacks and payment disputes

If a charge looks wrong to you, tell us before you tell your bank. Write to support@jointhevitalityproject.com and we will look at it, explain it, and send you the record of the transaction. We would far rather fix a genuine mistake than argue about one.

Filing a chargeback or a payment dispute with your bank or card issuer on a charge that is valid under these Terms may lead to all of the following:

1. your access to the Service is suspended until the dispute is resolved;
2. we may recover the disputed amount from you, together with any fee our payment processor charges us for the dispute;
3. the remaining balance of your twelve-month commitment under Section 7.1 becomes immediately due;
4. any affiliate commission tied to the charged-back payment is reversed, as set out in the Affiliate Program Terms; and
5. where the dispute was filed without writing to us first, a processing fee equal to the amount our payment processor charges us for that dispute becomes payable in addition to the amount in dispute.

Where a chargeback is decided in your favor because of something you misrepresented, whether to us or to your bank or card issuer, we may pursue recovery of the amount charged back, the fees we incurred on it, and our reasonable attorney fees and costs.

None of this applies to a charge we agree was made in error, and none of it takes away a right you have under law to dispute a charge.

7.9 International members

We serve members worldwide. All prices are quoted and charged in United States dollars. Your bank or card issuer may add a currency conversion charge or a foreign transaction fee, and that is a matter between you and them. You are responsible for any value added tax, goods and services tax, customs charge, or other local tax on your purchase, unless we state at checkout that we collect it.

The Service is operated from the United States, and Section 27 governs how these Terms are read and how a Dispute is resolved. Nothing in these Terms takes away a consumer right that the law of your home country gives you and does not allow you to give up by agreement.

7.10 Free trials and introductory offers

This Section applies only where we offer a free trial or an introductory price. We do not always offer one.

If we offer a free trial or introductory price, you activate it on our website. The trial length, the price after it, and the date of your first charge are shown before you start. Unless you turn off renewal before the trial ends, you are charged on that date and your twelve-month membership term begins then. One trial per person.

From that first charge date, the whole of this Section 7 and the whole of Section 11 apply to your Membership, including the twelve-month commitment in Section 7.1 and the rule in Section 11.2 that it cannot be cancelled early.

8. Promotions, founding member pricing, and discount codes

1. Promotional pricing is time-boxed. A founding member, launch, or flash-sale discount is available only during the window we publish for it, and only on plans and billing cycles we designate.
2. Founding member pricing. Where we offer founding member pricing, the stated discount applies to the qualifying purchase and is kept as protected pricing under Section 6.3 for as long as that Membership remains continuously active.
3. Buyer discounts do not stack. If more than one buyer discount could apply to the same purchase, such as a promotional code and an affiliate code, each is calculated in dollars against the plan and billing cycle you selected and only the larger discount is applied. If more than one discount could apply, you get the larger one.
4. Codes are not accepted on plan changes. Promotional and affiliate codes apply to new purchases only. They are not accepted on a tier change, a billing-cycle change, or a renewal.
5. We may refuse or reverse a code that was obtained or used in breach of these Terms, the Affiliate Program Terms, or the published rules of the promotion.
6. Discounts have no cash value and are not transferable.
7. A discount is ours to offer. Every discount and promotional offer is made at our discretion, may carry its own published terms, and is available only on the plans, billing cycles, and dates we state for it. Discounts cannot be combined unless we say expressly that they can.
8. Withdrawal is forward-looking. We may change or withdraw a discount or promotional offer for future purchases at any time. Doing so never affects a purchase already made, and a discount is never applied retroactively to a purchase or a renewal that has already been charged.

9. Changing your plan

9.1 Adding people within your tier

Each Salon / Spa tier covers a range of team sizes. Adding people up to the top of your current tier does not change your price.

9.2 Moving up a tier

• If you pay annually, you pay the prorated difference for the months remaining in your current Term. Your renewal date does not restart.
• If you pay monthly, your new monthly amount begins on your next billing date.
• 90-day team member fit period. When a new hire pushes you past your tier ceiling by a move of exactly one tier, you may activate a ninety (90) day fit period and add the new person immediately at no additional charge. If you remove that person in the Service before the ninety days end, no additional charge applies. If they stay, the tier change takes effect as described above. Moves of more than one tier follow standard upgrade pricing and timing.

9.3 Moving down a tier

• If you pay annually, your current plan runs unchanged until your renewal date, and you renew at the lower rate on that date. There is no refund or credit for the current Term.
• If you pay monthly, a tier reduction requires thirty (30) days' notice. Your new tier and rate begin on your next monthly billing date if that date is at least thirty days away, and otherwise on the billing date after it.
• Reducing below your current Seat count requires you to select which Seats to remove. Those people keep full access until the date your new rate begins, at which point their access ends. You may undo a scheduled removal at any time before that date.

A monthly-installment member may not reduce their tier below the tier they originally purchased at any point during that twelve-month Term, and the minimum obligation for the Term is calculated on the tier you purchased, not on any tier in effect at a later billing date.

9.4 Changing your billing cycle

• Monthly to annual. The remaining months of your current Term are paid off today at the annual rate, and your billing cycle becomes annual immediately. Your renewal date does not restart. Because the remaining months are paid in full, this change cannot be undone for the current Term. Any protected pricing carries forward.
• Annual to monthly. The change is scheduled for your next renewal date. Nothing changes today. On that date, instead of renewing annually, your Membership continues on monthly installments at the monthly rate for your tier. Annual savings end when monthly billing begins. You may cancel the scheduled change at any time before that date.

10. Acceptable use

You may not access or use the Service for any purpose other than that for which we make it available. As a user of the Service, you agree not to:

1. Share, sell, lend, or transfer your account, credentials, Seat, or access, or permit more than one person to use a Seat.
2. Copy, reproduce, republish, upload, post, publicly display, transmit, distribute, sell, license, sublicense, or otherwise commercially exploit any Vitality Content except as Section 13 expressly permits.
3. Record, screen-record, photograph, transcribe, or re-broadcast any live session, mastermind, call, or on-demand practice, or distribute any such recording.
4. Present, teach, resell, or repackage Vitality Content outside your own Organization, or hold yourself out as certified, accredited, licensed, or authorized by us, except under a separate written agreement with us.
5. Systematically retrieve data or content from the Service, by any manual or automated means, to create or compile a collection, compilation, database, or directory.
6. Use any data mining, robot, spider, scraper, crawler, harvester, offline reader, or similar automated tool on the Service, except a standard search engine crawling the public marketing site in accordance with our robots file.
7. Use any Vitality Content, Member Content, or other material from the Service to train, fine-tune, evaluate, ground, or develop any machine learning or artificial intelligence model or system.
8. Create a synthetic voice, likeness, avatar, or persona of our founder, our team, our coaches, our guest experts, or any member, or use any Service material for voice cloning, face swapping, or synthetic media.
9. Circumvent, disable, or interfere with security-related features of the Service, including features that prevent or restrict the copying of content or enforce usage limits.
10. Decipher, decompile, disassemble, or reverse engineer any software comprising or making up part of the Service, or copy or adapt the Service's code.
11. Impersonate any person, misrepresent your affiliation with any person or entity, use another person's account, or assert a role you were not granted.
12. Trick, defraud, or mislead us or other users, particularly in any attempt to learn account credentials or sensitive information.
13. Harass, annoy, intimidate, bully, stalk, or threaten any user, employee, coach, contractor, or agent of ours, or use information obtained from the Service to harm another person.
14. Collect or harvest usernames, email addresses, phone numbers, or other contact details of users by any means, or use the Service to send unsolicited commercial messages.
15. Use the Service to advertise, solicit, or sell goods or services, or to recruit members for another program. This does not prohibit participation in our own affiliate, referral, or partner programs, which are expressly permitted and are governed by Section 21.
16. Upload or transmit viruses, malware, or any material that acts as a passive or active information collection or transmission mechanism, or that interferes with the operation of the Service.
17. Interfere with, disrupt, or create an undue burden on the Service or the networks and services connected to it, including by excessive automated requests.
18. Delete or obscure any copyright, trademark, or other proprietary notice from any content.
19. Use the Service in any manner inconsistent with applicable law or regulation, or in connection with any effort to compete with us.
20. Submit false reports of abuse or misconduct, or make improper use of our support services.

Any use of the Service in violation of this Section is a breach of these Terms and may result in removal of content, suspension or termination of access, and any other remedy available to us.

10.1 Spam and unsolicited messages

You may not use the Service, or your affiliate link, to send unsolicited messages. That includes bulk or unsolicited commercial email, text and SMS campaigns, automated calls, direct messages sent at scale to people who did not ask to hear from you, and gathering names, email addresses, or phone numbers from the Service or from community spaces in order to do any of those things. Anything you do send must comply with the CAN-SPAM Act, the Telephone Consumer Protection Act, and the rules of the platform you send it on. An affiliate who promotes us this way is in breach of these Terms and of the Affiliate Program Terms, and we may withhold or reverse commissions and close the affiliate account.

11. Non-renewal, cancellation and refunds

Your twelve-month commitment cannot be cancelled early. In these Terms, "cancel" means turning off renewal so that your Membership ends on your renewal date. It never means ending the current Term before that date.

Read this section together with the Membership Billing, Cancellation and Refund summary. The two say the same thing. If they ever differ, these Terms control.

11.1 How to turn off renewal

You may turn off renewal at any time before your Term ends, by either:

1. using the cancellation option in Billing and Subscription inside the member application; or
2. emailing support@jointhevitalityproject.com from the email address on the account, or writing to us at the postal address in Section 32.

We will acknowledge every non-renewal request in writing and confirm the date your Membership ends, which is always your renewal date.

11.2 When it takes effect

Turning off renewal never ends your Membership early. It always takes effect at the end of your current Term. There is no mid-Term cancellation and no way to end the twelve-month commitment before your renewal date. There is no notice period to satisfy: you may turn off renewal up to and including the last day of your Term. You keep full access to the Service through the end of the Term you have paid for or committed to, and your Membership does not renew after that.

If you pay monthly, turning off renewal does not stop your remaining installments for the current Term. Those installments are the balance of the twelve-month commitment you made at checkout, and they continue to be charged until the Term ends. This is true regardless of anything stated elsewhere, including in checkout or promotional copy.

Cancelling forfeits your protected pricing under Section 6.3, because your Membership ending at the close of the Term is treated the same as any other lapse. If you undo your cancellation before the Term ends, your Membership never lapses, and your protected pricing is unaffected.

We may pause a Membership as a support accommodation, at our discretion and on request. If we agree a pause, we confirm it in writing. It extends your Term by the length of the pause rather than shortening it, and does not stop a charge already in progress when the pause is requested.

There is no early-termination route. The twelve-month commitment described in Section 7.1 is owed in every case, and turning off renewal under this Section ends your Membership at the end of your current Term, never before it. The in-application cancellation path described in Section 11.1 remains available to you at all times.

11.3 Refunds

All payments are non-refundable. We do not offer refunds, credits, or prorated amounts for a Term that has begun, for unused time, for Seats that were not activated, for sessions or practices you did not attend or use, or for any period during which your account was paused or frozen for non-payment.

Two carve-outs apply regardless of the above:

1. we will refund an amount we charged in error, or a duplicate charge, in full; and
2. we will honor any refund right you have under applicable law that cannot be waived by contract.

Outside of those two carve-outs, we may make a one-off exception at our discretion. An exception we grant to one member is not a precedent, is not owed to any other member, and is not something you can rely on or demand.

11.4 Before you cancel

Before you go, ask us what else is possible. We will tell you honestly. These are offers, not obligations, and accepting one does not change the Term unless we confirm the change in writing.

11.5 What happens to your access and your data

When your Membership ends, your access to the Service and to Vitality Content ends. Downloads and materials you saved locally before that date are yours to keep for your own personal reference, subject to Section 13. Requests about your personal information after your Membership ends are handled under our Privacy Policy.

Taking your own content with you. For thirty (30) days after your Membership ends you may ask us for an export of your own content and data, and we will send it to you in a portable format. Ask through Your Privacy Choices. After those thirty days the export is no longer available, and whatever we still hold is kept or deleted under the retention rules in our Privacy Policy.

12. Our intellectual property

The Service and all Vitality Content, together with all source code, databases, functionality, software, designs, audio, video, text, photographs, and graphics on the Service, and all trademarks, service marks, logos, and trade dress contained in it (the "Marks"), are our proprietary property or are licensed to us, and are protected by copyright, trademark, and other intellectual property and unfair competition laws of the United States and internationally.

Vitality Content and the Marks are provided on the Service "AS IS" for your information and permitted use only. Except as expressly provided in these Terms, no part of the Service and no Vitality Content or Mark may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose without our express prior written permission.

We reserve all rights not expressly granted to you.

Copyright complaints. We respect the intellectual property rights of others and will remove material that infringes them. If you believe material on the Service infringes your copyright, send a notice with the information required by 17 U.S.C. section 512(c)(3) to our designated agent, the Copyright Agent, The Vitality Project, LLC, 525 E Amiata Way, Washington, Utah 84780, at support@jointhevitalityproject.com with DMCA Notice in the subject line. We will respond to valid notices, provide the counter-notice procedure on request, and terminate the accounts of repeat infringers.

13. Your license to use Vitality Content

13.1 The license

While your Membership is active and you are in compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use Vitality Content for one person, on one Seat, for that person's own professional development and wellbeing, and to download or print a copy of material we make available for download, solely for that person's own reference.

13.2 What an Owner may additionally do

An Owner or Champion whose Organization holds an active Membership may present, play, or facilitate Vitality Content to the people holding Seats under that Organization's Membership, in that Organization's own premises or private virtual rooms, for the purpose of running the program inside that Organization. This internal presentation right does not extend to anyone who does not hold a Seat, to the public, to guests, to clients, or to any other business or location.

13.3 What the license does not allow

The license in this Section does not permit you to:

1. resell, sublicense, rent, lend, or distribute Vitality Content, in whole or in part, or use it to create a competing or derivative program, curriculum, or product;
2. record, screen-record, transcribe, or re-broadcast any live session, call, or on-demand practice;
3. use Vitality Content to teach, train, consult, or coach outside your own Organization, or for any paid engagement;
4. describe yourself or your business as certified, accredited, licensed, or trained by us, or use our Marks, except as we expressly authorize in writing or in published brand guidelines;
5. scrape, crawl, harvest, or bulk-download Vitality Content, or build a dataset, index, archive, or database from it;
6. use Vitality Content to train, fine-tune, evaluate, ground, or develop any machine learning or artificial intelligence model or system, including by submitting it to a third-party AI service; or
7. create a synthetic voice, likeness, avatar, or persona from any Vitality Content or from any recording of our founder, team, coaches, or guest experts.

The restrictions in items 5, 6, and 7 survive the end of your Membership and apply to any Vitality Content you retain.

13.4 Schools and enterprises

Where a school, franchise, or enterprise agreement grants broader classroom, campus, or multi-location rights, that agreement controls for that Organization under Section 5.5.

14. Member Content

14.1 You keep ownership

You keep ownership of your Member Content. We do not claim ownership of it, and nothing in these Terms transfers ownership of it to us.

14.2 The license you give us

You grant us a limited, non-exclusive, worldwide, royalty-free, sublicensable (only to our hosting, storage, security, communications, analytics, and AI service providers, and only so they can perform services for us) license to host, store, copy, back up, transmit, display, reformat, excerpt, and otherwise process your Member Content solely for the following purposes:

1. operating, delivering, securing, and supporting the Service and providing it to you and to the people you shared the Member Content with;
2. producing aggregated and de-identified reports, dashboards, insights, benchmarks, and published statistics, in a form that does not identify you;
3. moderating content and enforcing these Terms and the Community Guidelines; and
4. complying with law and responding to legal process.

Aggregated and de-identified statistics. We combine information across many members into statistics and insights, and we may use them inside our business, share them with partners, publish them to support the beauty industry in research, white papers, and press, and use them in our own marketing. That includes survey and Vital Check responses, how people use the Service, wellbeing trends, and facts such as role and generation, for example the share of members in a generation who report a given experience. Aggregated means combined across many members so that no individual can be identified. We do not publish a statistic for a group small enough that a person could be recognized: the same minimum group size we apply to organization dashboards under Section 5.4 applies to anything we publish. We do not attempt to re-identify anyone.

14.3 What this license is not

This license is not permission to use your Member Content in marketing. We will not use your name, image, voice, story, survey response, or any other Member Content in advertising, promotional material, social media, press, case studies, or any public-facing material unless you have separately and affirmatively agreed to it by signing our Success Story and Testimonial Release, which is the only route by which Member Content becomes marketing, as the Community Guidelines also state, by submitting a success story under Section 22, or by posting the content in a space we have clearly labeled as public.

14.4 Deletion, and what survives it

The license in Section 14.2 ends when you delete the Member Content or when your account is closed, except that:

1. we may retain copies in routine backups, logs, and archives for a limited period until they are overwritten in the ordinary course;
2. we may retain and continue to use aggregated and de-identified data derived from it, which by then no longer identifies you;
3. we may retain what we must retain to comply with law, resolve disputes, or enforce our agreements; and
4. content you posted into a shared community or Organization space, and copies other members made or received, may remain visible to the people who already have it. We can remove your content from the spaces we control on request, but we cannot retrieve what others already saw, saved, or shared.

14.5 Your representations about Member Content

Each time you create or submit Member Content, you represent and warrant that:

1. you are the creator and owner of it, or you have all licenses, rights, consents, releases, and permissions necessary to grant the license in Section 14.2;
2. you have the written consent of every identifiable person appearing in it to use their name and likeness in the ways contemplated by the Service and these Terms;
3. it does not and will not infringe or misappropriate any third party's copyright, patent, trademark, trade secret, moral, privacy, or publicity rights;
4. it is not false, inaccurate, or misleading;
5. it is not unsolicited advertising, promotional material, a pyramid scheme, a chain letter, spam, or any other form of solicitation;
6. it is not obscene, lewd, violent, harassing, defamatory, or otherwise objectionable;
7. it does not ridicule, mock, disparage, intimidate, or abuse anyone, and does not contain content that attacks or demeans a person or group on the basis of race, ethnicity, national origin, sex, gender identity, sexual orientation, religion, age, or disability;
8. it does not promote violence, self-harm, or an eating disorder, and does not present itself as medical or clinical advice;
9. it does not violate the privacy or publicity rights of any third party, and does not disclose another member's health information, survey responses, or anything shared with you in confidence in a community space; and
10. it does not otherwise violate these Terms, the Community Guidelines, or any applicable law.

14.6 Our rights over Member Content

We may, but are not obliged to, monitor the Service. We reserve the right, in our sole discretion, to: edit, redact, or re-categorize Member Content; refuse, restrict access to, limit the availability of, or remove any Member Content at any time and for any reason, with or without notice; take legal action against anyone who violates the law or these Terms, including reporting to law enforcement; and otherwise manage the Service to protect our rights and property and to keep it functioning properly. We are not liable for any statement or representation in your Member Content, and you are solely responsible for it.

15. Feedback

If you send us questions, comments, suggestions, ideas, feature requests, or other feedback about the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable, transferable license to use, copy, modify, and exploit that Feedback for any purpose, without attribution or compensation to you. Feedback is not confidential. This Section applies to Feedback about the Service and does not apply to your Member Content, which is governed by Section 14. Survey answers, Vital Check responses, and reflections are Member Content, not Feedback, even when a survey asks what you think of the Service.

16. Community spaces

The Service includes community spaces such as group chats, feeds, boards, meetups, and member directories. Our Community Guidelines are incorporated into these Terms by reference and apply to every community space. We may ask you to accept or re-accept the Community Guidelines before entering a community space, and we may condition access on that acceptance.

In every community space:

1. What other members share there is theirs, not yours to repeat. Do not screenshot, forward, quote, or repeat another member's post, message, or story outside the space without their permission.
2. Do not solicit, recruit, sell, or promote another program, product, or service except where we expressly permit it.
3. Do not give or present anything as medical, clinical, or therapeutic advice.
4. Report content that concerns you using the tools in the Service.

We may remove content, mute, suspend, or remove any person from any community space at our discretion, including where their conduct harms the space even if no single rule was broken.

Disputes between members. A disagreement between members is solely between those members. We are not a party to it and we are not responsible for resolving it. We may step in where our Community Guidelines are engaged, and we may decide not to. Nothing here obliges us to intervene, to mediate, or to take a side.

Member-organized meetups. Meetups, circles, and gatherings organized by members are arranged between those members. We do not host, supervise, vet, insure, or take responsibility for them, and attending one is voluntary and at your own risk. Where we present a separate release or acknowledgment before a meetup, that document applies to that meetup in addition to these Terms.

17. AI features

The Service includes AI-assisted features, which may include an AI wellness coach referred to as "Victor," AI-assisted support and help responses, and AI-assisted summaries or insights ("AI Features"). Full detail on where we use AI, what it does with what you tell it, and what control you have is on our AI Transparency and Safety page, which is incorporated into these Terms by reference. Where AI Features are available, the following applies.

1. AI Features are informational and supportive only. They are not a professional, a clinician, a therapist, a counselor, a coach with a duty of care, or a crisis service.
2. AI output can be wrong. AI Features generate responses automatically and may produce output that is inaccurate, incomplete, outdated, or inappropriate for your situation. Do not rely on AI output as the basis for any health, medical, employment, legal, or financial decision. Verify anything that matters with a qualified professional.
3. AI Features are not for emergencies or crisis. They do not detect, triage, escalate, or respond to a medical or mental health emergency. If you are in crisis, or at risk of harming yourself or someone else, get help now. In the United States, call or text 988 to reach the Suicide and Crisis Lifeline, or call 911 in an emergency. Outside the United States, call your local emergency number. Full safety information is on our Wellness Safety page.
4. A third-party provider processes your conversations. To generate a response, the content of your prompt and the relevant context are transmitted to and processed by one of our AI providers, such as Anthropic or OpenAI, acting as our service provider through its commercial API. Our Privacy Policy names the providers we use. Under our agreements with them, our providers do not use your conversations to train their models.
5. Training. Our AI providers do not use your conversations to train their models. They process them through their commercial APIs, under agreements that do not permit it. We do not use your identifiable AI conversations, your identifiable journal entries, or your identifiable survey or Vital Check answers to train or fine-tune any AI model unless you give us separate, specific opt-in consent, which you can withdraw at any time in Settings. Nothing from a school-program account belonging to someone under 18 is used to train or improve any AI model, with or without consent.
6. Improving the Service. We use de-identified and aggregated information about how members use the Service, including AI conversations, surveys, and check-ins, to improve the Service and its AI features. De-identified means we remove names, contact details, and other identifiers, and we do not attempt to re-identify anyone.
7. Do not put sensitive information into AI Features that you would not want processed by a service provider, including government identifiers, financial account numbers, credentials, or another person's health information.
8. Human routing. Certain topics, including safety, refunds, billing disputes, and legal matters, are routed to a person rather than answered by an AI Feature.
9. Your use of AI Features is subject to Section 10. In particular, you may not use them to generate content that violates these Terms, and you may not use the Service's AI output to train another model.

18. Wellness disclaimer

The Vitality Project is education, coaching, and community. It is not health care.

1. Nothing in the Service, and nothing said by our founder, our team, our coaches, our guest experts, our AI Features, or any member, is medical, psychological, psychiatric, therapeutic, nutritional, or diagnostic advice, and none of it is a substitute for care from a licensed professional.
2. We do not diagnose, treat, cure, or prevent any condition, and we do not create a clinician-patient, therapist-client, or fiduciary relationship with you.
3. Breathwork, meditation, movement, cold exposure, fasting-adjacent practices, and similar practices are not appropriate for everyone and carry risk, including for people who are pregnant or postpartum, or who have cardiovascular, respiratory, neurological, seizure, blood pressure, eye, musculoskeletal, psychiatric, or substance use conditions, or a history of trauma. Consult a qualified professional before beginning any practice, stop immediately if you feel unwell, dizzy, faint, or distressed, and never practice breathwork in or near water, while driving, or while standing.
4. Full safety information, contraindications, and modifications are on the Wellness Safety page, which is incorporated into these Terms by reference. Read it before you begin any practice.
5. The Service is not a crisis service. If you are in crisis, or at risk of harming yourself or someone else, get help now. In the United States, call or text 988 to reach the Suicide and Crisis Lifeline, or call 911 in an emergency. Outside the United States, call your local emergency number. Full safety information is on our Wellness Safety page.
6. Results vary and are not promised. Testimonials and success stories reflect the experience of the individuals who gave them and are not typical, guaranteed, or representative. Nothing in the Service is a promise of any health, wellbeing, retention, revenue, culture, or other business outcome.
7. You participate at your own risk and are responsible for deciding whether any practice, program, or suggestion is appropriate for you.

19. Consumer health data

Some information the Service collects, such as Vital Check and survey responses, wellness plans, practice history, and reflections, may be treated as consumer health data under laws in certain states, including Washington, Nevada, and Connecticut. How we collect, use, share, and retain that information, the separate consent we obtain where those laws require it, and the rights you have to access, delete, or withdraw consent are described in our Consumer Health Data Privacy Policy.

We do not sell consumer health data, and we do not share it with an Organization in identified form except as Section 5.4 describes.

20. Privacy and third-party services

20.1 Privacy Policy

Our Privacy Policy describes what personal information we collect, why, who we share it with, how long we keep it, and the rights you have. It is a notice about our practices and your rights. It is provided for your information and is not incorporated into these Terms as a contractual promise, and nothing in it is intended to create contractual obligations beyond those the applicable privacy laws impose. Where our Privacy Policy and these Terms address the same subject, the Privacy Policy describes our data practices and these Terms govern the commercial agreement between us.

The Service is hosted in the United States. If you access it from another region, you are transferring your data to the United States.

We keep different kinds of information for different lengths of time. The full schedule is in our Privacy Policy, which controls if it and this summary ever differ.

20.2 Cookies

Our use of cookies and similar technologies is described in our Cookie Policy.

20.3 Third-party services and links

The Service relies on third-party services, including payment processing, hosting, email delivery, video and conferencing, analytics, and AI providers. The Service may also contain links to third-party websites, applications, content, and offers, including those of partners and members. We do not control third-party services or content, do not endorse them, and are not responsible for them. Your dealings with a third party, including any purchase, are solely between you and that third party, and are governed by that third party's terms and privacy policy. We are not a party to and are not responsible for monitoring any such transaction.

21. Affiliate, referral, and partner programs

Participation in our affiliate and referral program is governed by the Affiliate Program Terms, which are incorporated into these Terms by reference for anyone who enrolls. Partner arrangements are governed by the agreement we sign with that partner. In case of conflict between those documents and these Terms on a subject specific to the affiliate or partner program, those documents control. On all other subjects, these Terms control. Participation as an affiliate or partner does not create an employment, partnership, joint venture, or agency relationship with us.

22. Success stories and testimonials

If you submit a success story, testimonial, photograph, audio, or video for us to share, that submission is governed by the Success Story and Testimonial Release presented at the point of submission, which is published here and is incorporated into these Terms by reference for that submission. That release grants us a perpetual and irrevocable license to use your submission, and it expressly includes paid advertising on any channel, worldwide, alongside our website, app, email, social media, presentations and sales materials.

We review submissions before publishing and are not obliged to publish any submission. Once your submission is published we are not required to remove it. You may email support@jointhevitalityproject.com and ask us to stop using it in future materials, and we may agree at our discretion where there is an important reason, for example a safety, privacy, or family situation. Even where we agree, material already printed, already running as an advertisement, embedded in a video or presentation, already distributed, or published by third parties may remain in circulation, and we cannot recall it.

Testimonials reflect the real-life experience and opinion of the individual who gave them. Those experiences are personal to that individual and may not be representative. Individual results vary.

We do not pay or otherwise compensate anyone for a story, testimonial, or review. Where the person who gave one is an affiliate, or otherwise receives commissions from us, that relationship is disclosed when the story is used and we note it alongside the story.

Naming an Organization as a customer. Where a Salon, Spa, School, franchise, or other Organization holds an account with us, we may identify that Organization as a customer of The Vitality Project by name and logo on our website and in our marketing, materials, and proposals. The Organization's account owner may opt out at any time by emailing support@jointhevitalityproject.com, and we will stop using the name and logo in new materials from then on. This covers the Organization's name and logo only. It does not extend to any individual's story, likeness, photograph, quote, or results, all of which require the Success Story and Testimonial Release described above.

23. Term, suspension, and termination

These Terms remain in effect while you use the Service and for as long as you hold an account.

We may suspend or terminate your access to the Service, to any feature, or to any community space, at any time, with or without notice, including for breach of these Terms or of any incorporated policy, for non-payment, for conduct that harms other members or our team, or where required by law. Where the circumstances allow it, we will give you notice and an opportunity to fix the problem first.

Suspension or termination for cause does not release you from your payment obligation for the current Term.

If we terminate or suspend your account, you may not register a new account under your name, a different name, or the name of a third party without our written permission. We also reserve the right to pursue any legal remedy available to us, including civil, criminal, and injunctive relief.

You may close your account and stop using the Service at any time. Closing your account is not the same as cancelling your Membership. See Section 11.

Sections 12, 13.3, 14.4, 15, 18, 19, 22, 23, 24, 25, 26, and 27 through 32 survive termination.

24. Disclaimers

THE SERVICE IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. YOU AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND YOUR USE OF IT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE MAKE NO WARRANTY OR REPRESENTATION ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICE'S CONTENT, OR THE CONTENT OF ANY SITE LINKED TO THE SERVICE, AND WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR: (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (2) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE OR FROM ANY PRACTICE, PROGRAM, OR SUGGESTION MADE AVAILABLE THROUGH IT; (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR ANY PERSONAL OR FINANCIAL INFORMATION STORED IN THEM; (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (5) ANY BUGS, VIRUSES, OR SIMILAR MATERIAL TRANSMITTED THROUGH THE SERVICE BY ANY THIRD PARTY; (6) ANY ERROR OR OMISSION IN ANY CONTENT, OR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR MADE AVAILABLE VIA THE SERVICE; OR (7) ANY OUTPUT OF AN AI FEATURE.

WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY LINKED SITE, AND WE ARE NOT A PARTY TO AND WILL NOT MONITOR ANY TRANSACTION BETWEEN YOU AND A THIRD-PARTY PROVIDER.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PARTICULAR FEATURE, SESSION, OR PIECE OF CONTENT WILL BE AVAILABLE.

We do not guarantee availability. We may experience hardware, software, or other problems, or need to perform maintenance, resulting in interruptions, delays, or errors, and we may change, revise, update, suspend, or discontinue all or part of the Service at any time without notice. You agree that we have no liability for any loss, damage, or inconvenience caused by your inability to access or use the Service during any downtime or discontinuance.

You are responsible for your own data. Although we perform routine backups, you are responsible for anything you transmit through the Service, and you agree we have no liability for loss or corruption of it.

There may be information on the Service containing typographical errors, inaccuracies, or omissions, including as to descriptions, pricing, and availability. We reserve the right to correct any such error and to change or update information at any time without prior notice, and to cancel an order placed at an incorrect price.

25. Limitation of liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

26. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) your Member Content; (2) use of the Service; (3) breach of these Terms; (4) any breach of your representations and warranties set forth in these Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Service with whom you connected via the Service. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

27. Dispute resolution

27.1 Governing law

These Terms and your use of the Service are governed by and construed in accordance with the laws of the State of Utah applicable to agreements made and to be entirely performed within the State of Utah, without regard to its conflict of law principles.

27.2 Informal negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each a "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party. Notice to us goes to support@jointhevitalityproject.com and to The Vitality Project, LLC, 525 E Amiata Way, Washington, Utah 84780.

27.3 Binding arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved through binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website: www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Washington County, Utah. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

27.4 Venue if a Dispute proceeds in court

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Washington County, Utah, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) is excluded from these Terms.

27.5 Time limit on claims

In no event shall any Dispute brought by either Party related in any way to the Service be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

27.6 Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

27.7 Exceptions to informal negotiations and arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

28. California users and residents

If a complaint with us is not satisfactorily resolved, California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

29. Electronic communications, transactions, and signatures

Visiting the Service, sending us email, and completing online forms are electronic communications. You consent to receive communications from us electronically, and you agree that all agreements, notices, disclosures, receipts, renewal reminders, and other communications we provide to you electronically, by email and within the Service, satisfy any legal requirement that such communication be in writing.

YOU AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO THE ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SERVICE. Ticking a box, clicking a button marked to indicate your agreement, or typing your name where we ask for a signature is your signature and has the same effect as a handwritten one. You waive any right or requirement under any law requiring an original signature, or the delivery or retention of non-electronic records.

To withdraw consent to electronic communications, or to request a paper copy of a record, write to support@jointhevitalityproject.com. Withdrawing consent to electronic communications may mean we cannot continue to provide the Service to you.

Marketing communications. You may unsubscribe from marketing email at any time using the link in the message or by writing to us. You cannot unsubscribe from transactional messages about your account, your billing, or these Terms while you hold an account.

30. Changes to these Terms

We may change these Terms. When we do, we will update the "Last updated" date and post the revised Terms on this page.

1. For changes that are not material, such as clarifications, corrections, and reorganization, the revised Terms take effect when posted.
2. For material changes, including changes to fees, billing, the commitment, cancellation, the arbitration agreement, or the licenses in Sections 13 and 14, we will give you at least thirty (30) days advance notice by email to the address on your account and by notice in the Service, and the change takes effect on the date stated in that notice.
3. Where we are required to obtain your agreement, or where we choose to, we will ask you to accept the revised Terms before you continue using the Service.
4. If you do not agree to a material change, your remedy is to cancel under Section 11 so that your Membership ends at the end of your current Term. Material changes do not alter the price or commitment of a Term you have already begun.
5. Changes to these Terms are not retroactive and do not apply to a Dispute of which we had written notice before the change took effect.

31. General

These Terms, together with the policies and documents incorporated by reference and any order confirmation or checkout disclosure you accepted, constitute the entire agreement between you and us about the Service, and supersede all prior agreements and understandings about it, except for any signed school, franchise, enterprise, partner, or affiliate agreement, which controls as described in Sections 5.5 and 21.

Our failure to exercise or enforce any right or provision is not a waiver of it. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations at any time, including in connection with a merger, acquisition, or sale of assets. You may not assign or transfer your rights under these Terms without our written consent. If any provision or part of a provision is held unlawful, void, or unenforceable, it is severed and does not affect the validity and enforceability of the remaining provisions. Nothing in these Terms creates a joint venture, partnership, employment, or agency relationship between you and us. These Terms will not be construed against us by virtue of our having prepared them, and you waive any defense based on their electronic form or the absence of a handwritten signature.

We are not responsible or liable for any loss, damage, delay, or failure to perform caused by any event beyond our reasonable control, including fire, flood, riot, act of God, act of terrorism, war, epidemic, pandemic, labor disruption, failure of a utility, network, hosting, or payment provider, government action, or state of emergency.

32. Contact us

To resolve a complaint about the Service, to request further information, or to send any notice required under these Terms:

The Vitality Project, LLC
525 E Amiata Way, Washington, Utah 84780
Email: support@jointhevitalityproject.com
Legal notices: support@jointhevitalityproject.com
Website: jointhevitalityproject.com