Date last revised: 11th May, 2017

This Agreement sets forth the terms and conditions that apply to your access and use of the Internet Web site located at www.vital.ly ("vital.ly"), on behalf of its direct or indirect subsidiaries and/or affiliates, (collectively referred to as "vital.ly"). By using vital.ly you agree to be bound by the terms and conditions of this Agreement and vital.ly Privacy Policy, as they may be amended from time to time in the future (see "Modifications" below).

1. Accepting the Terms

By using the information, tools, features and functionality located on vital.ly (together the "Service"), you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the vital.ly website) or you are a "Member" (which means that you have registered with vital.ly). The term "you" or "User" refers to a Visitor or a Member. The term "we" refers to vital.ly. If you wish to become a Member, communicate with other Members and make use of the Service, you must read this Agreement and indicate your acceptance during the Registration process.

You may not use the Service and you may not accept this Agreement if you are not of a legal age to form a binding contract with vital.ly.

If you accept this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such entity.

2. Privacy and your Personal Information

For information about vital.ly data protection practices, please read vital.ly Privacy Policy, which is hereby incorporated into this Agreement. This policy explains how vital.ly treats your personal information when you access vital.ly and use the Service. The policy may be updated from time to time at our discretion. Changes will be effective upon posting to the site.

3. Description of the Service

The Service is in part a fulfilment service that allows practitioners to provide access to their clients to certain products. Clients and practitioners also have access to a range of products.

For clarity, vital.ly is not liable for any recommendations made by practitioners to their clients or for any claims arising out of adverse reactions.

vital.ly makes no guarantee's with regards to the effectiveness or otherwise of any health products purchased.

4. Account Information

vital.ly cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. vital.ly cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings.

5. Your Registration Information

You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your e-mail address, allows you to access the Service. That email address and password, together with any mobile number or other contact information you provide form your "Registration Information."

By providing us with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate. Notices will be provided in HTML (or, if your system does not support HTML, in plain-text) in the text of the e-mail or through a link to the appropriate page on our site, accessible through any standard, commercially available internet browser.

If you become aware of any unauthorized use of your Registration Information, you agree to notify vital.ly immediately via the contact form on the site.

In relation to the Site you must not:
 
a)    Provide details of Your user name or password available to any unauthorised third party;
b)    Download and store electronically, reproduce, transmit, display, copy, distribute or use the Software or any materials contained in the Site except for research or personal use or as otherwise authorised by vital.ly;
c)    sub-license, rent, lease, transfer or attempt to assign the rights in the Site or the Software to any other person and any dealing in contravention of this sub-clause shall be ineffective;
d)    use the Site or the Software except as permitted by these Terms and Conditions;
e)    allow any other person to use the Site other than in accordance with these Terms and Conditions;
f)    upload any files that contain viruses, Trojan horses, worms, time bombs, corrupted files or any other similar software or programs that may damage the operation of the Site or another's computer or property of another; or
g)    input any material which is subject to Intellectual Property Rights of Us or any third party.
 
You must keep Your user name and password and any other account names, tokens or log in identifications required to access the Site secure and confidential. You must notify Us immediately of any unauthorised use of Your username or password or any other breach of security.

6. Your Use of the Service

Your right to access and use vital.ly and the Service is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use vital.ly for lawful purposes. Accurate records enable vital.ly to provide the Service to you. You must provide true, accurate, current and complete information for the Service to function effectively. You may not misrepresent your Registration Information or any other information requested in the provision of the service. In order for the Service to function effectively, you must also keep your Registration Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Service to you will be affected.

Your access and use of vital.ly may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of vital.ly or other actions that vital.ly, in its sole discretion, may elect to take.

From time to time, vital.ly may include new and/or updated pre-release features ("Sneak Preview" features) in the Service for your use and which permit you to provide feedback. You understand and agree that your use of Sneak Preview features is voluntary and vital.ly is not obligated to provide you with any Sneak Preview features. Furthermore, if you decide to use the Sneak Preview features you agree to abide by any rules or restrictions vital.ly may place on them. You agree that vital.ly may use your feedback, suggestions, or ideas in any way, including in future modifications of the Service, other products or services, advertising or marketing materials. You grant vital.ly a perpetual, worldwide, fully transferable, sub-licensable, irrevocable, fully paid-up, royalty free license to use the feedback you provide to vital.ly in any way. vital.ly will not sell, publish or share your feedback in a way that could identify you without your explicit permission.

7. Online and Mobile Alerts

vital.ly may from time to time provide automatic alerts and voluntary account-related alerts.

Automatic alerts may be sent to you following certain changes made online to your vital.ly account, such as a change in your Registration Information.

Voluntary account alerts may be turned on by default as part of the Service. They may then be customized, deactivated or reactivated by you. These alerts allow you to choose alert messages for your accounts. vital.ly may add new alerts from time to time, or cease to provide certain alerts at any time upon its sole discretion. Each alert may have different options available, and you may be asked to select from among these options upon activation of your alerts service.

Electronic alerts will be sent to the email address you have provided as your primary email address for vital.ly. If your email address or your mobile device's email address changes, you are responsible for informing us of that change. You can also choose to have alerts sent to a mobile device that accepts text messages. Changes to your email address or mobile number will apply to all of your alerts.

Alerts may include your vital.ly Login details and some information about your accounts. Anyone with access to your email will be able to view the content of these alerts.

8. Rights You Grant to Us

By submitting information, data, passwords, usernames, other log-in information, materials and other content to vital.ly through the Service, you are licensing that content to vital.ly solely for the purpose of providing the Service. vital.ly may use and store the content, but only to provide the Service to you. By submitting this content to vital.ly, you represent that you are entitled to submit it to vital.ly for use for this purpose, without any obligation by vital.ly to pay any fees or other limitations.

We reserve the right to refuse service to anyone, notwithstanding all applicable state and federal laws.

9. vital.ly's Intellectual Property Rights

The contents of vital.ly, including its "look and feel" (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs) and other material are protected under both Australian and other applicable copyright, trademark and other laws. The contents of vital.ly belong or are licensed to vital.ly or its software or content suppliers. vital.ly grants you the right to view and use vital.ly subject to these terms. You may download or print a copy of information provided on vital.ly for your personal, internal and non-commercial use only. Any distribution, reprint or electronic reproduction of any content from vital.ly in whole or in part for any other purpose is expressly prohibited without our prior written consent.

10. Access and Interference

You agree that you will not:

Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor vital.ly or any portion of vital.ly, without vital.ly's express written consent, which may be withheld in vital.ly's sole discretion;

Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search vital.ly, other than the search engines and search agents available through the Service and other than generally available third-party web browsers (such as Microsoft Explorer);

Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of vital.ly or the Service; or

Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of vital.ly or the Service

11. Rules for Posting

As part of the Service, vital.ly allows Members to post content on blogs and at various other publicly available locations on vital.ly. These forums may be hosted by vital.ly or by one of our third party service providers on vital.ly's behalf. You agree in posting content to follow certain rules

You are responsible for all content you submit to vital.ly

By submitting content to us, you represent that you have all necessary rights and hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sub-licenseable and transferable license to use, reproduce, distribute, prepare derivative works of, modify, display, and perform all or any portion of the content in connection with vital.ly and our business, including without limitation for promoting and redistributing part or all of the site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your posted content through vital.ly, and to use, reproduce, distribute, prepare derivative works of, display and perform such content as permitted through the functionality of vital.ly and under this Agreement

You may not post or transmit any message which is libellous or defamatory, or which discloses private or personal matters concerning any person. You may not post or transmit any message, data, image or program that is indecent, obscene, pornographic, harassing, threatening, abusive, hateful, racially or ethnically offensive; that encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; or that is otherwise inappropriate

You may not post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion

You may not interfere with other Users' use of the Service, including, without limitation, disrupting the normal flow of dialogue in an interactive area of vital.ly, deleting or revising any content posted by another person or entity, or taking any action that imposes a disproportionate burden on the Service infrastructure or that negatively affects the availability of the Service to others

Except where expressly permitted, you may not post or transmit charity requests; petitions for signatures; franchises, distributorship, sales representative agency arrangements, or other business opportunities (including offers of employment or contracting arrangements); club memberships; chain letters; or letters relating to pyramid schemes. You may not post or transmit any advertising, promotional materials or any other solicitation of other users to use goods or services except in those areas designated for such purpose

You agree that any employment or other relationship you form or attempt to form with an employer, employee, or contractor whom you contact through areas of vital.ly that may be designated for that purpose is between you and that employer, employee, or contractor alone, and not with us

You may not copy or use personal identifying or business contact information about other Users without their permission. Unsolicited e-mails, mailings, telephone calls, or other communications to individuals or companies whose contact details you obtain through the Service are prohibited

You agree that we may use any feedback, suggestions, or ideas you post in any way, including in future modifications of the Service, other products or services, advertising or marketing materials. You grant us a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to us in any way

12. Disclaimer of Representations and Warranties

The content and all services and products associated with vital.ly or provided through the service (whether or not sponsored) are provided to you on an "as-is" and "as available" basis. vital.ly makes no representations or warranties of any kind, express or implied, as to the content or operation of vital.ly or of the service. You expressly agree that your use of the service is at your sole risk.

vital.ly makes no representations, warranties or guarantees, express or implied, regarding the accuracy, reliability or completeness of the content on vital.ly or of the service, and expressly disclaims any warranties of non-infringement or fitness for a particular purpose. vital.ly makes no representation, warranty or guarantee that the content that may be available through the service is free of infection from any viruses or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, surreptitously intercept or expropriate any system, data or personal information.

13. Not a Health Professional

Neither vital.ly nor the service is intended to replace the advice typically given by a Health Care Professional. The Service is intended only as a platform for practitioners and their clients, providing distribution of products to same. Your personal health situation is unique, and any information and advice obtained through the Service may not be appropriate for your situation.

14. Alert Disclaimer

You understand and agree that any alerts provided to you through the Service may be delayed or prevented by a variety of factors. vital.ly does its best to provide alerts in a timely manner with accurate information. However, we neither guarantee the delivery nor the accuracy of the content of any alert. You also agree that vital.ly shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert.

15. Limitations on vital.ly's Liability

vital.ly shall in no event be responsible or liable to you or to any third party, whether in contract, warranty, tort (including negligence) or otherwise, for any indirect, special, incidental, consequential, exemplary, liquidated or punitive damages, including but not limited to loss of profit, revenue or business, arising in whole or in part from your access to vital.ly, your use of the service or this agreement, even if vital.ly has been advised of the possibility of such damages. Notwithstanding anything to the contrary in this agreement, vital.ly's liability to you for any cause whatever and regardless of the form of the action, will at all times be limited to $50.00 (fifty Australian dollars).

16. Your Indemnification of vital.ly

You shall defend, indemnify and hold harmless vital.ly and its officers, directors, shareholders, and employees, from and against all claims and expenses, including but not limited to legal fees, in whole or in part arising out of or attributable to any breach of this Agreement by you.

17. Ending your relationship with vital.ly

This Agreement will continue to apply until terminated by either you or vital.ly as set out below. If you want to terminate your legal agreement with vital.ly, you may do so by closing your account for the Service by contacting us, or by calling our customer service number on 1300 722 640.

On receipt of your message during business hours, within 24 business hours your account will be closed and your ability to log in deactivated immediately. Your vital.ly account data will be removed within 48 hours subject to and as explained in our Privacy Policy

vital.ly may at any time, terminate its legal agreement with you:

if you have breached any provision of this Agreement (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of this Agreement);

if vital.ly in its sole discretion believes it is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful); or immediately upon notice, to the e-mail address provided by you as part of your Registration Information.

18. Modifications

vital.ly may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the vital.ly site. In addition, the Agreement will always indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Service after those changes are posted.

19. Governing Law and Forum for Disputes

This Agreement, and your relationship with vital.ly under this Agreement, shall be governed by the laws of the State of New South Wales without regard to its conflict or choice of laws provisions. Any dispute with vital.ly, or its officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively through the NSW Civil and Administrative Tribunal (NCAT) of Sydney, New South Wales, Austraila, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case vital.ly may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, vital.ly is able to offer the Service at the terms designated, and that your assent to this provision is an indispensable consideration to this Agreement.

You also acknowledge and understand that, with respect to any dispute with vital.ly, its officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Service or this Agreement:

You are giving up your right to have a trial by jury; and

You are giving up your right to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit involving any such dispute.

20. Practitioner only
vital.ly distributes a range of products and technical resources classified as 'Practitioner Only'. The Therapeutic Goods Act 1989 and industry regulations determine which persons are eligible to access products and technical resources in this category.

vital.ly limits the ability to access the service to a range of practitioners. The practitioners allowed to access the service is at the sole discretion of vital.ly, and may change at any time.

21. Prices, payments and rebates
Wholesale prices and RRP (recommended retail) changes from suppliers may occur without notice, and be updated on the site without notice.

Only practitioners with approved clients who have agreed to the terms and conditions of the service and agreed to “link” with said practitioner will be entitled to a rebate on a percentage of sales made by said client. Clients may at any time choose to change practitioner. Practitioners are only entitled to a rebate on “current” approved client purchases, and not entitled to rebates on any sales made by clients who have chosen to change practitioner.

Registered approved practitioners have the ability to set prices for their clients within a range. This affects the practitioner’s ability to earn money from sales of products to their clients through the service. Practitioners are rebated an amount as determined by vital.ly, based on the monthly sales of products to their approved clients.

The monthly rebate is based on a calculation dependent on a number of factors, including
a.    the wholesale price of the products;
b.    the percentage on top of the wholesale prices charged by vital.ly to practitioners, which is subject to change without notice (currently set at W/S + 15% of the wholesale rate including GST).
c.    the prices set by practitioners for their clients;
d.    the prices of non-practitioner products as set by vital.ly;
e.    the order value made by clients in any given month;
f.    the option to provide free delivery offers as set forth within the site

This calculation and payment terms is subject to change without notice.

22. Miscellaneous

If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.

You agree that if vital.ly does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which vital.ly has the benefit of under any applicable law), this will not be taken to be a formal waiver of vital.ly's rights and that those rights or remedies will still be available to vital.ly. All covenants, agreements, representations and warranties made in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement.

This Agreement represents the entire understanding and agreement between you and vital.ly (Practitioner Supplements Pty Ltd, trading as vital.ly) regarding the subject matter of the same, and supersedes all other previous agreements.