Terms of Use

Effective Date: December 15, 2020

Welcome to Vigor

These Terms of Use (the “Terms”) cover your access to and use of our Services. For purposes of these Terms, our “Services” include:

  • Vigor’s digitally-based health care programs (the “Vigor Programs”);

  • Vigor’s mobile applications (the “Apps”);

  • the websites that Vigor operates (including vigormedicalsystems.com, breathewithvigor.com, hellovigor.com) (the “Sites”); and

  • all related services and features that Vigor provides.

In addition, the Privacy Policy and Notice of HIPAA Privacy Practices describe how we collect, use, and disclose personal information from you. Each of the Privacy Policy and the HIPAA Notice of Privacy Practices form a part of these Terms, and we refer to all three documents as the “Agreements.” Please read each of the Agreements carefully as they contain important information about your legal rights. By accessing or using the Services, you agree to be bound by each of these Agreements.

These Agreements constitute a binding legal agreement between you and Vigor Medical Systems, Inc. and its affiliates and subsidiaries (“Vigor,” “we,” or “us”). If you are accessing or using the Services because you have been authorized to help another person do so, these Agreements constitute a legally binding agreement between Vigor and both the helper and the person being helped. You represent and warrant that you have the right, authority, and capacity to enter into these Agreements.

IF YOU ARE NOT WILLING TO BE OR CANNOT BE BOUND BY THESE AGREEMENTS, THEN YOU MAY NOT ACCESS OR USE THE SERVICES. IN ADDITION, IF YOU DO NOT CONSENT TO THE COLLECTION, USE, AND DISCLOSURE OF YOUR PERSONAL INFORMATION, INCLUDING HEALTH-RELATED INFORMATION, AS DESCRIBED IN THESE AGREEMENTS, YOU SHOULD NOT ACCESS OR USE THE SERVICES. WE DO NOT AND WILL NOT GRANT YOU ANY RIGHT OR LICENSE TO ACCESS OR USE THE SERVICES UNLESS YOU ARE WILLING AND ABLE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS IN THESE AGREEMENTS.

We may change or replace any terms of these Agreements prospectively at any time and for any reason at our discretion. We will post the most recent version of these Agreements on our Sites and in the Apps, and any changes to these Agreements will become effective when posted. You are responsible for checking these Agreements periodically for changes. If we change or replace any terms of these Agreements in a manner that meaningfully reduces your rights, we will notify you and designate a reasonable time period before the new terms will take effect. By continuing to use or access the Services after any changes come into effect, you agree to be bound by the updated Agreements. If you disagree with any changes, you should stop using the Services.

If you accept these Agreements but later decide that you want to terminate your account, please contact Customer Support at support@vigormedicalsystems.com, and we will verify and complete your request.

For purposes of these Terms, “Vigor Parties” means Vigor and its affiliates, and each of their directors, officers, employees, agents, affiliates, representatives, service providers, suppliers, partners, sublicensees, successors, and assigns.

1. Our Services

Our Services include the Vigor Programs, the Apps, the Sites, and all related services and features provided by us.

As part of the Services, we offer the Vigor Programs, which are digitally based health care programs for people at risk for or living with certain health conditions. We offer the Vigor Programs to certain individuals that meet the condition-specific clinical criteria that we have established for enrollment. We deliver the Vigor Programs through the Apps and our Sites.

Our Services may include, without limitation:

  • Access to information, text, graphics, photos, resources, or other materials appearing in the Vigor Programs, in the Apps, on the Sites, or in any aspect of the Services (the “Content”), including educational Content relevant to your health goals;

  • The ability to create, upload, transmit, display, and access User Submissions (as described in the section entitled “Types of User Submissions” below);

  • The ability to interact with our relevant personnel, including our support teams and, for the Vigor Programs, our health coaches (“Health Coaches”);

  • For certain of the Vigor Programs, the ability to participate in an online community and to interact with other users of our Services in connection with your health goals;

  • The ability to request your health information to share with other healthcare providers, friends, or family so that they can understand how you use the Vigor Program(s); and

  • Access to other information about us and our products and services through the Sites and any other features, content, or applications that we may offer from time to time.

We make certain of these features available only to users who register for Vigor Program(s) and only for the duration of their access to and use of Vigor Program(s).

The Vigor Programs and the Apps are available only to individuals who:

  • are at least 18 years old;

  • reside in the United States of America or any of its territories;

  • meet the condition-specific clinical criteria that we have established for enrollment; and

  • complete the registration process that we prescribe.

To enroll in a Vigor Program or use an App, you must register as more fully described below in the section entitled “Registration.” By accessing or using a Vigor Program or an App, you represent that you are at least 18 years old.

We may, in our sole discretion, refuse to offer the Services to any person or entity. We may also change the criteria used to determine clinical eligibility for one or more Vigor Programs at any time for any reason. This provision is void in jurisdictions where it is prohibited by law, and accordingly, we revoke the right to access the Services in those jurisdictions.

We reserve the right to change, replace, suspend, or discontinue the Services or any component of the Services (including, without limitation, any feature, specification, database, or content) at any time and for any reason at our discretion. We will not be liable to you for any change, replacement, suspension, or discontinuation of your rights to access or use the Services. We may also impose limitations on certain features or parts of the Services or restrict your access to part or all of the Services without notice or liability.

2. Limitations regarding Medicine and Medical Treatment

THE SERVICES ENABLE USERS TO ACCESS THE CONTENT AND TO INTERACT WITH OUR HEALTH COACHES AND SUPPORT TEAMS. IN CERTAIN INSTANCES, HEALTH COACHES WITH PROFESSIONAL LICENSES IN RELEVANT CLINICAL AREAS MAY DELIVER TO YOU ASPECTS OF THE VIGOR PROGRAMS THAT REQUIRE SUCH A LICENSE UNDER APPLICABLE LAW (“LICENSED SERVICES”).

ASIDE FROM THOSE ASPECTS OF THE VIGOR PROGRAMS THAT ARE LICENSED SERVICES, WE DO NOT PROVIDE ANY MEDICAL ADVICE OR MEDICAL TREATMENT. THE CONTENT AND ANY INFORMATION PROVIDED BY OUR PERSONNEL OTHER THAN THE LICENSED SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE USED FOR THE DIAGNOSIS OR TREATMENT OF ANY MEDICAL CONDITION.

ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDERS BEFORE DECIDING TO START, ALTER, OR DISCONTINUE ANY COURSE OF MEDICAL TREATMENT OR FOR ANY QUESTIONS REGARDING YOUR MEDICAL CONDITION, YOUR DIET, OR THE USE (OR FREQUENCY) OF ANY MEDICATION OR MEDICAL DEVICE. DO NOT USE THE SERVICES AS A SUBSTITUTE FOR CONSULTING WITH YOUR PHYSICIAN OR OTHER HEALTH CARE PROVIDER, AND DO NOT DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF ANY INFORMATION RECEIVED IN CONNECTION WITH OUR SERVICES.

TO THE EXTENT THAT, IN ADDITION TO THE SERVICES YOU RECEIVE FROM US, YOU ALSO RECEIVE MEDICAL CARE FROM ANOTHER PARTY, THAT MEDICAL CARE IS SEPARATE FROM AND UNRELATED TO THE SERVICES PROVIDED BY US. YOUR TREATING MEDICAL PROFESSIONAL IS RESPONSIBLE FOR OBTAINING YOUR INFORMED CONSENT TO ANY MEDICAL DIAGNOSIS OR TREATMENT IN CONNECTION WITH THAT MEDICAL CARE, INCLUDING WITHOUT LIMITATION, ANY LEGALLY REQUIRED CONSENT TO USE TELEMEDICINE. WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS, OR ANY OTHER INFORMATION, SERVICES, OR PRODUCTS THAT YOU MAY OBTAIN FROM UNAFFILIATED THIRD PARTIES IN CONNECTION WITH OR AS A RESULT OF USING THE SERVICES.

3. No Emergency Services

THE SERVICES ARE FOR NON-EMERGENCY PURPOSES ONLY. WE DO NOT CARRY EMERGENCY OR TIME-CRITICAL COMMUNICATIONS TO ANY TYPE OF HOSPITAL, LAW ENFORCEMENT AGENCY, OR ANY OTHER KIND OF EMERGENCY OR TIME-CRITICAL SERVICE. THE SERVICES DO NOT REPLACE 911, YOUR PERSONAL HEALTH CARE PROVIDERS, ADVICE NURSES, OR OTHER EMERGENCY ASSISTANCE. DO NOT ATTEMPT TO ACCESS EMERGENCY CARE THROUGH THE SERVICES OR RELY ON THE SERVICES IN ANY WAY FOR EMERGENCY ASSISTANCE. IF AT ANY TIME YOU ARE CONCERNED ABOUT YOUR CARE OR TREATMENT, OR IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 OR GO TO THE NEAREST OPEN EMERGENCY ROOM IMMEDIATELY.

If we become aware of or contemplate an emergency, we may secure from any hospital, physician, and/or medical personnel (“Emergency Responders”) any emergency treatment that we deem necessary for your immediate care at our sole discretion. You understand and agree that, if we take any action to secure Emergency Responders on your behalf, you, and not we, will be solely responsible for payment of all medical services rendered in connection with that treatment.

4. Downloading the Apps from App Providers

In order to access and use any of the Apps, you must download it from a digital distribution platform, such as the Apple App Store or Google Play (the “App Provider”). Even though you must download the App from the App Provider, these Agreements are between you and us (and not the App Provider). The App Provider has no obligation to furnish any maintenance or support services regarding the Apps. The App Provider also is not responsible for addressing any claims (from you or from any third parties) that relate to any of the Apps or that relate to your possession or use of the Apps, including but not limited to any claims that relate to product liability, claims that an App does not comply with applicable legal or regulatory requirements, and claims arising under consumer protection laws or similar legislation. If a third party claims that one of the Apps or your possession or use of that App infringes that third party’s intellectual property rights, we (and not the App Provider) will be responsible for the investigation, defense, settlement, and discharge of that claim to the extent required by these Agreements. Even though these Agreements are between you and us, you must also comply with any other applicable terms of service from the App Provider or other applicable third parties when you access or use the Services.

5. Registration

As a condition to enrolling in a Vigor Program, you will be required to register with us. You represent and warrant that all information that you submit to us is complete, accurate, and truthful. If you allow a third party to assist you in providing any information to us, including in registering or applying for an Vigor Program, you represent and warrant that you have reviewed that information and confirmed that it is complete, accurate, and truthful prior to its submission. You also agree to maintain the information that you submit to us (or that any third party submits on your behalf) and to update it promptly for any changes. Failure to keep your information current will constitute a breach of these Agreements, which may result in immediate termination of your account.

In registering for any Vigor Program, you will select a screen name (“User ID”). You are solely responsible for choosing your User ID, and you agree not to select or use as your User ID (a) the name of another person with the intent to impersonate that person, (b) a name that is subject to any rights of another person without appropriate authorization, or (c) any name that is otherwise offensive, vulgar, or obscene. We reserve the right to refuse registration of any User ID or to cancel any User ID in our sole discretion. In addition, you agree never to use another user’s account without that user’s express permission.

In registering for any Program, you also will set an account password. You are solely responsible for setting your password and for maintaining its confidentiality. You also are solely responsible for all activity that occurs on your account. You agree not to share your password with any person, not to permit any person to have access to your password, and not to otherwise facilitate the use of your User ID and password by any other person. You agree to notify us in writing immediately of any unauthorized use of your password or account or any other security breach of which you become aware.

6. Consent to Receive Email and Phone Communications

As a condition to accessing or using the Vigor Programs, the Apps, and certain other aspects of the Services, you must provide us with your email address and phone number. By participating in the Services, you agree and consent to our communicating with you via email, SMS messages, voice calls, push notifications, and other electronic communications that relate to the Services. Emails that we send to you may be unencrypted and may contain personal information, including protected health information, and you agree that we may send these emails to you unless you choose to unsubscribe from emails at any time. As part of using the Services, you agree to receive all agreements, notices, disclosures, and other communications that we provide to you in electronic form, including all communications that we are required by law or these Agreements to provide to you. You also acknowledge that receipt of these communications in electronic form satisfies any legal requirement that the communications be in writing. Your consent to receive electronic notices, disclosures, and other communications applies to any notice or other information that we provide in connection with your application, registration, or enrollment in an Vigor Program and all communications relating to your access to and use of the Services. 

7. Your Systems and Connections to the Services

You are responsible for obtaining, installing, operating, and maintaining all software, hardware, or other equipment (collectively, “Systems”) that may be necessary for you to access and use the Services and any internet and/or wireless services via the providers of your choice (the “Connections”). This responsibility includes, without limitation, utilizing current versions of web-browsers and appropriate encryption, antivirus, anti-spyware, and internet security software. By accessing or using the Services, you demonstrate and agree that you can access information that we post electronically and receive electronic communications from us.

In connection with your access to and use of the Services, you understand and agree that:

  • You are responsible for the data security of the Systems that you use (or any third party on your behalf uses) to access the Services and for the transmission and receipt of information using those Systems;

  • Using open networks such as the Connections is associated with certain security, corruption, transmission error, and access-availability risks, and you expressly assume those risks;

  • You have made your own independent assessment of the adequacy of the Systems and the Connections and are satisfied with that assessment; and

  • We are not responsible for any errors or problems that arise from the malfunction or failure of the Systems or the Connections.

Communication lines used to transmit emails and text messages do not have the same security features that are built into the Services. By accessing or using the Services, you acknowledge that we are unable to ensure the security of information you send to us through your Systems or Connections until that information reaches us, and you acknowledge that information sent via email or text message or otherwise through your Systems or Connections may not be encrypted or secure.

WE ASSUME NO LIABILITY FOR OR RELATING TO THE DELAY, INTERRUPTION, FAILURE, CORRUPTION OF, UNINTENDED ACCESS TO, OR DISCLOSURE OF ANY INFORMATION THAT YOU OR YOUR AGENTS TRANSMIT TO US UNTIL THAT INFORMATION REACHES US. IN ADDITION, BY AGREEING TO RECEIVE EMAILS, TEXT MESSAGES, PUSH NOTIFICATIONS, OR OTHER ELECTRONIC COMMUNICATIONS FROM US, YOU AGREE TO ACCEPT ANY RISK AND DAMAGE ARISING FROM THE DISCLOSURE OF THOSE COMMUNICATIONS IN TRANSMISSION.

8. Types of User Submissions

Submissions from You

In connection with your use of the Services, we may receive or collect User Submissions from you. For purposes of these Terms, “User Submissions” means any content, personal information (including without limitation, your name, contact information, activity tracking, food tracking, sleep tracking, biometric information, health readings, and other personally identifiable information or personal health information), videos, audio clips, written comments, data, text, photographs, software, scripts, graphics, works of authorship, or other information, in each case, where supplied by or collected from a user of the Services, including any feedback or suggestions for improvements, enhancements, or error corrections (“User Submissions”).

Data Provided by Vigor-Supplied Devices

In connection with your participation in a Vigor Program, we may provide you with digital equipment that assists you in monitoring your health or fitness and supplies that information automatically to us and the applicable Vigor Program (“Vigor-Supplied Devices”). Vigor-Supplied Devices are pre-configured to supply information to us and will share information about you and your health without requiring additional authorizations from you. Information that we receive from your Vigor-Supplied Devices will be considered your User Submissions.

Data Provided by You through Third-Party Data Sources

We also may receive information about you from third parties who have received your information because you subscribe to or otherwise participate in their services or because you use their digital equipment (“Third-Party Data Sources”).

For example, we may receive data from digital equipment, such as heart rate monitors, blood pressure monitors, or activity trackers, that you already possess or that you later acquire on your own and not from us (“Third-Party Health Devices”). If you supply information from Third-Party Health Devices to us by manually entering that information through the Apps or the Sites, that information will be considered information from you and a User Submission. If you enable one or more Third-Party Health Devices to supply information to us automatically, that information will be considered information from you delivered through your Third-Party Data Sources and will also be a User Submission.

In addition to Third-Party Health Devices, Third-Party Data Sources may include other third-party sources of data, such as Apple HealthKit. When you authorize these Third-Party Data Sources to supply information to us, that information will be considered information from you delivered through your Third-Party Data Sources and will also be a User Submission.

9. Terms for Third-Party Providers

The Services may allow you to display, use, include, or make available other content, data, information, applications, services, or materials from third parties (“Third-Party Offerings”). For purposes of these Terms, your Third-Party Health Devices and other Third-Party Data Sources will be considered Third-Party Offerings. In addition, for purposes of these Terms, any entities that offer or make available Third-Party Offerings, as well as any agents or intermediaries that those entities may employ, will be considered “Third-Party Providers.”

When you use any Third-Party Offerings or interact with Third-Party Providers, YOU DO SO AT YOUR OWN RISK. To the extent that you may authorize us to link directly to any Third-Party Offerings or any Third-Party Provider, we do so solely for your convenience. To the extent that the Services contain links to third-party sites, when you access those links, you do so at your own risk. Our inclusion of any links to Third-Party Offerings or any other content from Third-Party Providers in the Services does not imply any endorsement or recommendation by us or any association with the Third-Party Providers. None of the Third-Party Offerings or Third-Party Providers are under our control. To the extent a Third-Party Provider supplies you with devices or services that are regulated by applicable law for safety, efficacy, or otherwise, we are not responsible for any failure or those supplies or devices to comply with those regulations.

We are not responsible for the manner in which Third-Party Offerings and Third-Party Providers collect, safekeep, access, or use information that you supply to them or that we supply to them at your request or instruction. You are solely responsible for reading and understanding the terms of use and privacy policies or each Third-Party Offering and Third-Party Provider before using or interacting with them. If you do not understand or do not agree to the terms of use or privacy policies of any Third-Party Offering or Third-Party Provider, you should not use or interact with those offerings or providers.

WE HEREBY DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR THE COLLECTION AND USE BY ANY THIRD-PARTY OFFERINGS OR THIRD-PARTY PROVIDERS OF ANY INFORMATION THAT YOU SUPPLY TO THEM OR THAT WE SUPPLY TO THEM AT YOUR REQUEST OR INSTRUCTION, AS WELL AS THE AVAILABILITY, PERFORMANCE,  TECHNICAL FAILURES, CONTENT, ACCURACY, EFFICACY, APPROPRIATENESS, SAFETY, LEGALITY, OR SECURITY OF THIRD-PARTY OFFERINGS AND THIRD-PARTY PROVIDERS OR ANY OTHER ASPECT OF THEIR FUNCTIONING OR INTERACTIONS. YOU AGREE TO ASSUME ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES, LOSS, OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, THAT RESULTS FROM OR IS ALLEGED TO HAVE RESULTED FROM YOUR USE OF THIRD-PARTY OFFERINGS AND THIRD-PARTY PROVIDERS.

10. Additional Terms for Vigor-Supplied Devices

In connection with your participation in a Vigor Program, we may provide you with Vigor-Supplied Devices. The device manufacturers of some Vigor-Supplied Devices have agreed that those devices will not ask you to read or consent to the device manufacturer’s terms of service, privacy policy, or other user agreements (the “Manufacturer User Agreements”) or prevent you from connecting your Vigor-Supplied Device to the Services without first consenting to those agreements. The manufacturers of some Vigor-Supplied Devices (the “Devices with Additional Terms”) may ask you to read and consent to the Manufacturer User Agreements when you first activate the device and may prevent you from connecting your Devices with Additional Terms without first consenting to the Manufacturer User Agreements. The manufacturers of Devices with Additional Terms have agreed that, while you are a participant in the Services, the Manufacturer User Agreements will not apply to your use of the Devices with Additional Terms to the extent that they conflict with these Agreements. The manufacturers of Devices with Additional Terms also have agreed that, while you are enrolled in the applicable Vigor Program, only Vigor’s Privacy Policy and Notice of HIPAA Privacy Practices and not the manufacturer’s privacy policy will apply to your use of the Devices with Additional Terms. If you continue to use any Device with Additional Terms after you terminate your account with us or after you are otherwise unenrolled or terminated from the Vigor Program applicable to that device, the Manufacturer User Agreements will apply in full to your use of that Device with Additional Terms from that point forward.

11. Rights to and Responsibilities for User Submissions

You retain all ownership or license rights that you possess in your User Submissions, provided that you grant the licenses to use the User Submissions described below to the Vigor Parties and to other users. You represent and warrant to us that you own all rights, title, and interest in and to your User Submissions or are otherwise authorized to grant the licenses described in these Agreements. You also represent that granting these licenses will not violate any law or infringe upon or violate the rights of any person or entity.

You consent and grant to the Vigor Parties a perpetual, irrevocable, non-exclusive, transferable, sublicensable, royalty-free, fully paid, worldwide right and license to use, license, modify, reproduce, adapt, publish, translate, transmit, edit, distribute, perform, display, communicate publicly, create derivative works of, and otherwise use any User Submissions and incorporate any User Submissions in other works in any form, media, or technology, in each case, subject to these Terms, our Privacy Policy and our Notice of HIPAA Privacy Practices. You also consent to and permit any other user of the Services to access, display, view, store, and reproduce any User Submissions that you make available to any group within the Services or to the public for his or her personal use without compensation.

If all or a portion of a User Submission constitutes protected health information or personally identifiable information as described in our Privacy Policy and our Notice of HIPAA Privacy Practices, we will treat it as such. However, under the license you grant pursuant to these Terms, we reserve the right to remove personal identifiers from any and all User Submissions and, once de-identified or otherwise rendered no longer attributable to you without additional information (including in any manner prescribed by law), the remaining information (“De-Identified Data”) will not be subject to any obligation of confidentiality on our part. You understand and agree that we own all right, title, and interest in and to any De-identified Data. You also understand and agree that De-identified Data may be used for any lawful business purpose without any duty of accounting to you. For example, once de-identified, we may use De-Identified Data from User Submissions in our publications, in sales and marketing materials, and for product research and development.

By providing you with the ability to post and use User Submissions, we do not undertake any obligation or liability relating to those User Submissions, the User Submissions of others, or any related activities. We do not endorse any User Submissions. You acknowledge that all User Submissions submitted, uploaded, posted, transmitted, or displayed are the sole responsibility of the person who made those User Submissions and that you are entirely responsible for all of your User Submissions. YOU WILL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF LAWS AND FOR ANY INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY YOUR USER SUBMISSIONS.

We do not control User Submissions from other users. Accordingly, we do not guarantee the authenticity, accuracy, integrity, or quality of any User Submissions. WE DO NOT REPRESENT, WARRANT, OR GUARANTEE THE CURRENCY OR ACCURACY OF ANY INFORMATION PROVIDED BY OR ON BEHALF OF ANY USER, AND WE HEREBY DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR ANY INFORMATION PROVIDED BY OR ON BEHALF OF USERS IN CONNECTION WITH THEIR USE OF THE SERVICES.

You understand and agree that, in accessing or using the Services, you may be exposed to User Submissions that are offensive or objectionable. Although we reserve the right to do so, we have no obligation to monitor the Services or any User Submissions. WE DISCLAIM ANY ACTUAL OR IMPLIED DUTY TO MONITOR USER SUBMISSIONS AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY FOR ANY USER SUBMISSIONS OR FOR THE QUALITY OR ACCURACY OF OTHER INFORMATION USERS PROVIDE THROUGH USING THE SERVICES.

12. Acceptable Use of the Services

We provide the Services only for your own personal, non-commercial, limited use in accordance with these Agreements. You are responsible for all of your use of the Services. As a condition to accessing or using the Services, you agree to abide by all applicable local, state, and federal laws, rules, and regulations in accessing and using the Services at all times, and you agree not to use the Services for any purpose that is prohibited by these Agreements.

Violating the Rights of Others and Abusing or Deceiving Others

In accessing and using the Services, you agree not to take (or permit any third party to take) any action that:

  • is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, unlawful, obscene, offensive, or profane;

  • promotes bigotry, racism, misogyny, or ethnic or religious hatred;

  • infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity;

  • constitutes unauthorized or unsolicited advertising, junk email, bulk email, or other spamming;

  • involves commercial activities and/or sales that we have not authorized, such as contests, sweepstakes, lotteries, giveaways, barters, advertisements, gifting clubs, chain letters, pyramid schemes, or other fraudulent schemes; or

  • impersonates any person or entity, including any of our employees or representatives, or misuses another person’s contact or account information.

Abusing and Disrupting the Services

In accessing and using the Services, you also agree not to take (or permit any third party to take) any action that:

  • interferes or attempts to interfere with the proper working of the Services or any activities conducted on or as a part of the Services;

  • circumvents or attempts to circumvent any technological measure implemented by us or any other third party (including another user) to protect or restrict access to any aspect of the Services, computer systems or networks, accounts, or submissions from other users or third parties;

  • transmits or introduces software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of ours or any third party;

  • deciphers, decompiles, disassembles, reverse engineers or otherwise attempts to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction;

  • modifies, translates, or otherwise creates derivative works of any part of the Services;

  • copies, rents, leases, distributes, or otherwise transfers any or all of the rights that you receive pursuant to these Agreements;

  • imposes or may impose an unreasonable or disproportionately large load on our infrastructure (or the infrastructure of any of our third-party providers);

  • records, processes, or mines information about other users with or without their consent; or

  • uses manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Sites or other aspects of the Services.

You also agree not to upload, download, post, submit, or otherwise distribute or facilitate the distribution of any content on or through the Services that accomplishes the same effect or any prohibited actions described above.

We reserve the right to edit, suspend, or remove any User Submissions from the Services at any time for any reason or for no reason at all and without notice to you. We also reserve the right to access, read, preserve, and disclose any information that we reasonably believe is necessary (i) to satisfy any applicable law, regulation, legal process, or governmental request; (ii) to enforce these Agreements, including investigation of potential violations; (iii) to detect, prevent, or otherwise address fraud, security or technical issues; (iv) to respond to user support requests; or (v) to protect the rights, property, or safety of our company, our users, or the public.

13. Fees and Payment

We reserve the right to require payment of fees for the Services or certain features of the Services. If you elect to access or use Services or features subject to fees, you agree to pay all applicable fees as described in those Services. We reserve the right to change our price lists in the future and to institute new charges going forward at any time by providing prior notice to you. We may provide this notice by email or by positing it in the Services. You acknowledge that if you access or use Services subject to fees following that notification, you accept the new or increased charges.

14. Additional Intellectual Property Terms

The Site, the Apps, the Vigor Programs, all other aspects of the Services, and the Content are solely Vigor’s property. The Services and the Content are protected under U.S. and international intellectual property laws, including copyright, trademark, patent, and trade secret protections, as well as other laws. Consistent with the section of these Terms entitled “Rights to and Responsibilities for User Submissions,” Vigor does not claim ownership of User Submissions, and User Submissions will not be considered Content for purposes of this paragraph only.

Subject to your compliance with these Agreements, we grant you a personal, non-exclusive, non-transferable, non-sublicenseable, revocable, limited right to access our Site, download and use the Apps, and use the Vigor Programs and other aspects of the Services. All rights in and to the Services that we have not expressly granted in these Terms are hereby reserved and retained by us. You agree to abide by all copyright notices, information, and restrictions contained in the Services and any Content. You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from, or otherwise exploit the Services, any Content, any third-party submissions, or any other proprietary rights or other valid rights not owned by you without the consent of the respective owners or in any other way that violates any third-party right.

To the extent the Services expressly authorize you to do so, you may download or copy the Content and other items displayed on the Services for download but solely for your personal use in accordance with these Terms and only if you maintain all copyright, trademark, and other notices contained in those items. Copying or storing any Content for any use other than personal, noncommercial use in accordance with these Terms is expressly prohibited without prior written permission from us or from the copyright holder identified in the item’s copyright notice.

Vigor, Vigor Care, Vigor Health, Vigor Digital PR Program, Vigor Asthma Management Program, Vigor COPD Management Program, and the Vigor logo (the “Vigor Marks”) are service marks, trademarks, or registered trademarks of Vigor Medical Systems, Inc. Other trademarks, service marks, graphics, and logos appearing on the Site, the Apps, or other aspects of the Vigor Programs or the Services may be the property of third parties (“Third-Party Marks”). Neither these Agreements nor your use of any aspects of the Services grants you any right, title, or interest in or to, or any license to reproduce or otherwise use, the Vigor Marks or any Third-Party Marks.

15. Termination

We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of certain information associated with your account. Upon termination of your right to use all or any part of our Services, all licenses and other rights granted to you by these Agreements for such parts of the Services will immediately terminate.

If you wish to terminate your account, you may do so by following the instructions on the Site or contacting our customer support team at support@vigormedicalsystems.com. Any fees paid for the Services are non-refundable.

All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership and license provisions, warranty disclaimers, indemnity provisions, and limitations of liability.

16. Warranty Disclaimer

THE CONTENT AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK.  VIGOR, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, AND ANYONE ELSE INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE CONTENT OR THE SERVICES (I) DO NOT ASSUME ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, APPROPRIATENESS, COMPLETENESS, OR USEFULNESS THE CONTENT OR THE SERVICES AND (II) DO NOT WARRANT THAT: (A) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS OR THE STATED PURPOSE.

PLEASE NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. HOWEVER, THE LIMITATIONS ABOVE WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

17. Indemnification

You agree to defend, indemnify, and hold harmless the Vigor Parties from all liabilities, claims, losses, damages, and expenses, including reasonable attorneys’ fees, that arise from or relate to: (a) your use or misuse of the Services or the Content; (b) your provision of any User Submissions or other data to any Vigor Party; (c) your breach of these Agreements; (d) your violation or alleged violation of any applicable foreign or domestic federal, state or local laws, rules, and/or regulations; or (d) any infringement or alleged infringement by you or any third party using your account of any intellectual property right or other right of any person or entity. Vigor reserves the right to assume the exclusive defense and control of any matter subject to this indemnification, in which case you agree to assist and cooperate with Vigor in asserting any available defenses.

18. Limitation of Liability

IN NO EVENT SHALL ANY VIGOR PARTY BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES OR THE CONTENT: (A) FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER OR FOR ANY SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING); (B) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (C) FOR YOUR USE OR INABILITY TO USE OR RELIANCE ON THE SERVICES OR ANY CONTENT; OR (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR SERVICES. IN ADDITION, THE MAXIMUM LIABILITY OF THE VIGOR PARTIES TO YOU FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE SERVICES IS LIMITED TO THE GREATER OF (I) THE AMOUNT PAID BY YOU FOR ACCESS TO OR USE OF OUR SERVICES, OR (II) ONE HUNDRED U.S. DOLLARS (USD $100.00).   

YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THESE AGREEMENTS AND THAT THE SERVICES WOULD NOT BE PROVIDED TO YOU ABSENT THESE LIMITATIONS. YOU AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION REPRESENTS A REASONABLE ALLOCATION OF RISK AND ARE A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN VIGOR AND YOU.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO CERTAIN OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU IF YOU RESIDE IN ONE OF THOSE JURISDICTIONS. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

Any claims against Vigor arising in connection with your access to or use of the Services must be brought against Vigor within one (1) year of the date of the event giving rise to that claim.

19. International Use

Vigor provides the Services only to individuals residing in the United States of America and its territories. Vigor makes no representation that the Services are appropriate or available for use in locations outside of the United States, and accessing the Services is prohibited from territories where such Services are illegal. If you access the Services from other locations, you do so at your own initiative and risk and are responsible for compliance with local laws.

20. Governing Law and Dispute Resolution

A printed version of these Agreements and of any notice given in electronic form shall be admissible in judicial or administrative proceedings relating to these Agreements to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

These Agreements shall be governed by and construed in accordance with the laws of the State of Delaware, excluding its conflicts of law rules, and the laws of the United States of America. For all purposes of these Agreements, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the City of Houston, Texas, or in a state court in the County of Harris, Texas.

Any dispute arising from or relating to the subject matter of these Agreements shall be finally settled by binding arbitration in Harris County, Texas, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees, and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the arbitration provisions, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.

YOU MAY ONLY RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS, AND YOU MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ACTIONS, CLASS ARBITRATIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED.

Use of the Services is not authorized in any jurisdiction that does not give effect to this Section or any other provisions of these Agreements.

21. Integration and Severability

These Terms, the Privacy Policy and the Notice of HIPAA Privacy Practices and any other agreement referenced herein, constitute the entire agreement between you and us with respect to the Services and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and us with respect to the Services. If any provision of these Agreements is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Agreements will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for in these Agreements shall not be deemed a waiver of any further rights under these Agreements.

22. Miscellaneous

We shall not be liable for any failure to perform obligations hereunder to the extent that failure results from any cause beyond our reasonable control, including, without limitation, natural disasters and mechanical, electronic, or communications failures or degradation.

These Agreements are personal to you and are not assignable, transferable, or sublicensable by you except with our prior written consent. We may assign, transfer, or delegate any or all of our rights and obligations under these Agreements without consent. Our licensors and App Providers may be entitled to enforce these Agreements as third-party beneficiaries; otherwise, there are no other third-party beneficiaries to these Agreements. No agency, partnership, joint venture, or employment relationship is created as a result of these Agreements. All notices under these Agreements will be in writing and will be deemed to have been duly given (a) when received, if personally delivered or sent by certified or registered mail, return receipt requested; (b) when receipt is electronically confirmed, if transmitted by facsimile, e-mail, or through other electronic means such as through Vigor’s website or its mobile applications; or (c) the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

23. Digital Millennium Copyright Act Policy

If you have evidence, know, or have a good-faith belief that your rights or the rights of a third party have been violated, and you want us to remove, edit, or disable the material in question, you must provide us with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and if available, an email address at which you may be contacted; (e) a statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. 

For this notification to be effective, you must provide it to our designated agent through certified or registered mail at:

Attn: Copyright Agent
Vigor Medical Systems, Inc.
2450 Holcombe Blvd Suite J, Houston, Texas 77021

support@vigormedicalsystems.com

24. Nondiscrimination Statement and Language Assistance

We comply with applicable civil rights laws and do not discriminate on the basis of race, color, national origin, age, disability, limited English proficiency, or sex. We do not exclude people from receiving any Vigor Programs or treat individuals differently because of race, color, national origin, age, disability, or sex. 

We will provide translation services for people whose primary language is not English, at no cost to the individual, to explain how the Vigor Programs operate and how to use our Apps. If you require these assistance services, please contact us by emailing support@vigormedicalsystems.com.

If you believe that we have failed to provide these services or discriminated in another way on the basis of race, color, national origin, age, disability, or sex, you can file a grievance with contacting: Vigor Civil Rights Coordinator, Legal Department, 2450 Holcombe Blvd Suite J Houston, Texas 77021, or by email to support@vigormedicalsystems.com. You can file a grievance in person or by mail or email. If you need help filing a grievance the Vigor Health Civil Rights Coordinator is available to help you.

You can also file a civil rights complaint with the U.S. Department of Health and Human Services, Office for Civil Rights, electronically through the Office for Civil Rights Complaint Portal, available at https://ocrportal.hhs.gov/ocr/portal/lobby.jsf, or by contacting the office via mail or phone at:

U.S. Department of Health and Human Services200 Independence Avenue, SWRoom 509F, HHH BuildingWashington, D.C 202011-800-368-1019, 800-537-7697 (TDD)

Complaint forms are available at http://www.hhs.gov/ocr/office/file/index.html.

25. Contact

You may contact us at hello@vigormedicalsystems.com or at the following address:

Vigor Medical Systems, Inc.
2450 Holcombe Blvd Suite J 
Houston, Texas 77021

 

Ready to learn more about how Vigor can help your members?