VicteliB - Terms of Use

VicteliB, LLC
Website - Terms of Use

Last Updated: July 12, 2021

I. INTRODUCTION

Welcome to the website for VicteliB, LLC (hereinafter, "VicteliB," "we," or "us"). Please read these Terms of Use carefully. These Terms of Use set forth terms and conditions for your access to and use of the website, including the client portal and the services, information and materials made available on or through the website. By accessing or using the website, on behalf of yourself and your company or organization, you acknowledge that you have read, understand, and agree to be legally bound by these Terms of Use.

II. WEBSITE USE

Visitors. You may use the public areas of the website to learn about our team and program offerings and view select free content and excerpts of our content. You also may use the social media features of our website for non-commercial purposes. If you are interested in viewing our licensee- and trainer-only content, please contact us, and we would be happy to discuss our offerings.

Licensees and Trainers. If you are a licensee or trainer of VicteliB, you may access and use the Resource Center and other portals to set account preferences and retrieve program materials. All access to and use of the portals and program materials is further subject to the terms of your written agreement with VicteliB, which supplements this agreement and will control to the extent of any conflict with the provisions hereof.

Prohibited Activities. You may not: (i) use the website for advertising, promotional, solicitation or other commercial purposes; (ii) use automated means, including scripts, spiders, robots, crawlers or data mining tools, to post content to or download content from the website; (iii) attempt to gain unauthorized access to the Resource Center portal or any other private areas of the website, or to any licensee's, trainer's or other user's account; (iv) impersonate a representative of VicteliB, a licensee, or another website user; (v) engage in or promote any activity, or post or transmit any content, that is illegal, threatening, abusive, offensive, obscene, harassing, defamatory, deceptive, false, unsafe, invasive of another’s privacy, or endangering of minors in any way; (vi) infringe, misappropriate, or violate the copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, rights of privacy or publicity, or other rights of any third party, or violate any contractual, fiduciary or other legal duty or obligation; or (vii) engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the website.

Termination. We reserve the right to suspend or terminate your access to or use of the website or any content at any time and for any reason, and/or to take other action, with or without prior notice to you, if you violate any provision of these Terms of Use or use the website in a manner for which it is not intended to be used.

Indemnification. You agree to indemnify, defend and hold VicteliB, its directors, officers, employees, agents, affiliates and suppliers harmless from and against any and all claims, demands, actions, damages, liabilities, losses, judgments, awards, settlements, costs and expenses (including reasonable attorneys' fees and legal costs) arising out of or resulting in whole or in part from your violation of these Terms of Use, your unauthorized access to or misuse of the website, or your actual or alleged violation of any applicable law or the rights of another person or entity.

III. DISCLAIMERS

When addressing financial or personal health matters in any of our sites, videos, newsletters or other content, we've taken every effort to ensure we accurately represent our programs and their ability to grow your business and improve your life. However, there is no guarantee that you will get any results or earn any money using any of our ideas, tools, strategies or recommendations. Nothing on our sites is a promise or guarantee of earnings or results. We make no guarantees that you will achieve any results from our ideas or models presented on our sites, and we offer no professional legal, medical, psychological or financial advice. You should regularly consult a doctor in all matters relating to physical or mental health, particularly concerning any symptoms that may require diagnosis or medical attention.

THE WEBSITE AND THE SERVICES, INFORMATION AND MATERIALS AVAILABLE ON OR THROUGH THE WEBSITE AND ANY SOCIAL MEDIA ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND ALL USE IS AT YOUR OWN RISK. VICTELIB AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE WEBSITE OR THE SERVICES, INFORMATION AND MATERIALS MADE AVAILABLE ON OR THROUGH THE WEBSITE OR ANY SOCIAL MEDIA, AND EXPRESSLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR QUIET ENJOYMENT. WE DO NOT REPRESENT OR WARRANT THAT YOUR USE OF THE WEBSITE OR SOCIAL MEDIA WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY INFORMATION OR MATERIALS AVAILABLE ON OR THROUGH THE WEBSITE OR SOCIAL MEDIA WILL BE ACCURATE, COMPLETE, UP-TO-DATE, OR FREE FROM VIRUSES, TYPOGRAPHICAL ERRORS OR ALTERATIONS BY THIRD PARTIES.

IV. INFORMED CONSENT AND RELEASE

You acknowledge and agree that no fitness or wellness program is without inherent risks and that, regardless of the care taken in preparation of the program content, VicteliB cannot guarantee your personal safety. For example, when you induce cardiovascular stress through activity, or engage in muscular endurance, strength building, or other fitness or wellness activities, injuries can range from occasional minor illness or injury (e.g., bruises, pulled muscles, sprains or sprains, or muscle soreness) to infrequent serious injury (e.g., heart attack, stroke, other cardiovascular accidents, muscle tears, herniated disks, torn rotator cuffs, or broken bones) to the very rare catastrophic incident (e.g., death, or paralysis). You acknowledge that when participating in any exercise or conditioning activity, including those depicted in our content, there is always a possibility that minor injuries, major injuries, or catastrophic injury/death may occur. You represent that you are in good physical condition, have no impairment which might prevent your participation in the physical activities described in the content, have been advised to consult a doctor prior to beginning any exercise program or engaging in any activities described in the content, and have been advised to cease exercise immediately if you experience unusual discomfort or feel the need to stop. Your further acknowledge that VicteliB is not providing any medical advice to you.

You do hereby release, waive, discharge, and covenant not to sue VicteliB, its trainers, suppliers, training locations, event hosts and insurance carriers, and their respective owners, officers, directors, employees, agents and other personnel, for any and all liability from any and all claims including without limitation those arising from the negligence or fault of any of the aforementioned released parties. The foregoing release includes without limitation personal injury (including death) from accidents or illnesses arising directly or indirectly from participation in activities or use of facilities, premises or equipment described in our content or directed, suggested, or planned by VicteliB.

V. PROPRIETARY RIGHTS

VicteliB and its suppliers reserve all right, title and interest in and to the website, including but not limited to the Resource Center and other portals and all services, materials, information, and compilations of information available on or through the website and social media, as well as any and all domains and sub-domains, the design, layout, graphics, programming code and "look and feel" of the website, the copyrights, trademarks, service marks, and trade dress appurtenant thereto, all goodwill associated therewith, and all other intellectual property and proprietary rights of any nature throughout the world embodied therein. You may not modify, reproduce, distribute, sell, or create derivative works based upon the website, or the services, information or materials available on or through the website or social media, without VicteliB's prior written consent. All rights not expressly granted to you by VicteliB are reserved.

From time to time, you may provide us with suggestions, ideas or other feedback for the website, social media or the services, information or materials featured on the website or social media. VicteliB, its successors and assigns are and will be free to use, disclose and otherwise commercialize and exploit such feedback free of any and all claims by or monetary obligations to you, or proprietary, confidentiality or other restrictions of any kind, including for purposes of developing improvements to VicteliB's website, social media, services, information and materials.

VI. LINKS TO THIRD PARTY SITES

The website may contain links to Internet or mobile sites not owned or operated by VicteliB, including sites featuring companies, products, services or news that may be of interest or pages that we maintain on YouTube, Facebook, Twitter or other social media sites. The inclusion of these links should not be construed as any sort of affiliation, sponsorship, endorsement or approval. When you access a third party Internet or mobile site, you do so at your own risk. We assume no responsibility or liability for any information, products or services available on or through any third party Internet or mobile site, or for any actions taken by you or others in connection therewith.

VII. LIMITATIONS ON LIABILITY

IN NO EVENT SHALL VICTELIB OR ITS SUPPLIERS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR SIMILAR DAMAGES (INCLUDING WITHOUT LIMITATION LOST BUSINESS, LOST PROFITS, DAMAGE TO OR LOSS OF DATA, OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATED TO THESE TERMS OF USE, THE WEBSITE, THE SERVICES, INFORMATION OR MATERIALS AVAILABLE ON OR THROUGH THE WEBSITE OR SOCIAL MEDIA, ANY DECISION MADE OR ACTION TAKEN OR NOT TAKEN BY YOU IN RELIANCE THEREON, OR ANY FORCE MAJEURE EVENT, ACTS OR OMISSIONS OF THIRD PARTIES, OR OTHER OCCURRENCE OUTSIDE OF VICTELIB'S REASONABLE CONTROL. THE TOTAL CUMULATIVE LIABILITY OF VICTELIB AND ITS SUPPLIERS ARISING OUT OF OR RELATED TO THESE TERMS OF USE, THE WEBSITE, AND THE SERVICES, INFORMATION AND MATERIALS AVAILABLE ON OR THROUGH THE WEBSITE AND SOCIAL MEDIA SHALL NOT EXCEED THE FEES (IF ANY) PAID BY YOU TO VicteliB FOR ACCESS TO OR USE OF THE WEBSITE IN THE THREE (3) MONTHS PRIOR TO THE ACCRUAL OF THE FIRST SUCH CLAIM OR ONE DOLLAR ($1), WHICHEVER IS GREATER. THE LIMITATIONS ON LIABILITY IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXISTENCE OF MORE THAN ONE CLAIM OR SUIT WILL NOT EXPAND THIS LIMITATION. THESE LIMITATIONS ON LIABILITY ARE AN ESSENTIAL PART OF THESE TERMS OF USE, AND SHALL BE VALID AND BINDING EVEN IF ANY REMEDY IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR TYPES OF DAMAGES, AND SO SUCH DISCLAIMERS MAY NOT APPLY TO YOU.

VIII. PRIVACY POLICY; ADDITIONAL TERMS

These Terms of Use include the terms and conditions set forth in this document as well as our Privacy Policy, located at https://victelib.com/victelib-privacy.php. Certain areas of the website may be subject to additional terms and conditions posted by us on the website or otherwise made available by us to you. Your access to and use of the website is conditioned upon your acceptance of such additional terms and conditions.

IX. CHANGES TO THESE TERMS OF USE

We reserve the right to amend these Terms of Use from time to time. Any amendments shall be effective when posted by us on the website or otherwise made available to you. Your access to or use of the website after we have amended these Terms of Use shall signify your acceptance of the amended terms.

X. CONTACTING US

If you have questions about these Terms of Use, or have any other questions or comments concerning this website, please contact us by email at info@victelib.com or by mail at VicteliB, LLC, Attn: CEO, 1156 Adonis Ct., St. Peters, MO 63376.

XI. DISPUTE RESOLUTION

Binding Arbitration. Any dispute, claim or controversy arising out of or related to our websites, social media sites, services, program materials, or the information or materials available through our websites or social media sites or these Terms of Use, or the validity, construction, breach or enforcement hereof, whether in contract, tort or otherwise (a "Dispute"), whether between VicteliB and you or the parties' heirs, successors or permitted assigns, whether arising before or after date of these Terms of Use, upon written demand of either party, will be submitted to and resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules; provided, however, nothing contained herein will limit or delay a party's right to obtain provisional injunctive or other non-monetary equitable relief in any court of competent jurisdiction. The arbitration will be conducted in English in accordance with the substantive laws of the State of Missouri, U.S.A. before a single, neutral arbitrator with experience conducting arbitrations in the field of Internet and technology services contracts, pursuant to a protective order issued by the arbitrator that requires the parties to maintain the confidentiality of the arbitration proceeding and all activities occurring and documents exchanged in connection therewith. In order to reduce costs, the arbitration will be conducted by telephonic and/or video conference between and among the arbitrator, the parties and their counsel. Any required in-person hearings will be conducted in St. Louis, Missouri. Each party will be responsible for advancing half the filing fee, arbitrator's fees and similar expenses directly related to the arbitration, specifically excluding the other party's legal fees and similar costs. The prevailing party in the arbitration will be entitled to recovery of its advanced portion of such arbitration costs, together with its reasonable legal and other expenses incurred in connection with the arbitration, in addition to any other relief that it may receive. The award of the arbitrator will be accompanied by a statement of the reasons upon which the award is based, and will be final and non-appealable; provided, however, no award may provide a remedy beyond those permitted under this Subscription Agreement. Judgment upon the arbitration award may be entered in any court of competent jurisdiction. The Federal Arbitration Act (Title 9 of the United States Code) will apply to the construction, interpretation and enforcement of this arbitration provision.
WAIVER OF CLASS ACTION AND JURY TRIAL. ALL DISPUTES WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS, AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS ALL PARTIES TO AN ARBITRATION SPECIFICALLY AGREE TO DO SO FOLLOWING INITIATION OF SUCH ARBITRATION. EACH PARTY ACKNOWLEDGES AND AGREES THAT ITS AGREEMENT TO ARBITRATE A DISPUTE CONSTITUTES AN IRREVOCABLE WAIVER OF ITS CONSISTUTIONAL RIGHT TO HAVE SUCH DISPUTE DECIDED IN A COURT OF LAW BEFORE A JURY.

XII. MISCELLANEOUS

Governing Law. These Terms of Use and the relationship between you and us relating to your access to and use of the website shall be governed by and interpreted for all purposes in accordance with the laws of the State of Missouri, USA, without regard to any conflict of laws principles that would require the application of the laws of a different jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not and shall not apply to the website or these Terms of Use, and is hereby specifically excluded.

Jurisdiction and Venue. Any dispute, action or proceeding arising out of or related to these Terms of Use, your access to or use of the website, or the services, information or materials made available on or through the website shall be commenced in the state courts of St. Charles County, Missouri or, if proper subject matter jurisdiction exists, the U.S. District Court of the Eastern District of Missouri. You hereby consent to the exclusive personal jurisdiction and venue of such courts and waive any objections thereto, including any objection based on forum non conveniens; provided, however, the foregoing shall not prevent us from seeking temporary or permanent injunctive or other equitable relief against you or compelling your express indemnification obligations in any court of competent jurisdiction.

Assignment. You may not assign these Terms of Use or assign or delegate any right or duty under these Terms of Use, in whole or in part, without VicteliB's prior written consent. Any attempted assignment or delegation shall be null and void from the beginning and without effect. VicteliB may assign these Terms of Use or any right or duty under these Terms of Use, with or without notice to you, including to any affiliate or successor in interest. Subject to the foregoing, these Terms of Use shall be binding on and inure to the benefit of you and us, and each of our respective heirs, administrators, successors and permitted assigns.

Notices. All notices under these Terms of Use shall be in writing and in the English language. Notices to you may be delivered by email, fax or postage prepaid registered or certified mail, return receipt requested, to the most current address on file. Notices to VicteliB shall be delivered by postage prepaid registered or certified mail, return receipt requested, to the attention of the CEO at VicteliB's then-current corporate headquarters address, unless we have provided you with an alternative notice address.
Third Party Beneficiaries. Nothing contained in these Terms of Use, express or implied, is intended or shall be construed to give any third party any rights or remedies under or by reason of these Terms of Use. Notwithstanding the foregoing, the disclaimers and limitations on liability under these Terms of Use shall extend to VicteliB, its directors, officers, employees, agents and affiliates. All references to VicteliB in connection therewith shall be deemed to include such persons and entities as third party beneficiaries entitled to accept all benefits afforded thereby.
Amendment; Waiver. Any amendment by you or waiver by us of these Terms of Use must be in writing and signed by a duly authorized representative of VicteliB. No provision shall be waived by any act, omission or knowledge of VicteliB. Any waiver on one occasion shall not constitute a waiver of any other or subsequent duty or breach.

Severability. If any provision of these Terms of Use is determined to be invalid or unenforceable under applicable law, the provision shall be amended by a court of competent jurisdiction to accomplish the objectives of such provision to the greatest extent possible under applicable law, or severed from these Terms of Use if such amendment is not possible, and the remaining provisions of these Terms of Use shall continue in full force and effect.

Construction. The captions in these Terms of Use are for reference purposes only and shall not affect the meaning or interpretation of these Terms of Use. The term "including" as used herein means "including without limitation." The terms "hereunder," "herein," "hereof" and similar variations mean these Terms of Use as a whole, and not any particular section.

Entire Agreement. These Terms of Use set forth the entire agreement of the parties with regard to the subject matter hereof, and supersede all prior and contemporaneous negotiations and agreements, written or oral.