These Terms and Conditions (the “Terms”) govern the provision of services and any related deliverables by VitalBody, Inc., an Arizona corporation (“Provider”), to the client identified in an applicable Purchase Order (“Client”). The Terms are incorporated by reference into each Purchase Order executed or submitted by Client. By checking the acceptance box on a Purchase Order and submitting the Purchase Order to Provider, Client acknowledges that it has read, understands, and agrees to be bound by these Terms.

In the event of any inconsistency between a Purchase Order and these Terms, the Purchase Order shall control.

1. THE SERVICES

Provider agrees to provide Client with the services and deliverables described in the applicable Purchase Order (the “Services”). Client acknowledges and agrees that Provider’s obligations are limited to the Services expressly described in the Purchase Order. Any modification to the Services must be documented in writing and signed by both parties, or reflected in a revised Purchase Order.

2. TERMS AND FEES

These Terms remain in effect for so long as there is an active Purchase Order between the parties. Client shall pay Provider the fees and charges specified in the applicable Purchase Order (the “Fees”) in accordance with the payment terms set forth therein. All Fees are quoted and payable in U.S. Dollars, exclusive of applicable taxes, which shall be the sole responsibility of Client.

3. PAYMENT

All payments shall be made in the manner and within the time frame stated in the Purchase Order. Time is of the essence with respect to all payments due. Any amount not paid when due shall accrue interest at the lesser of  ten percent (10%) annually or the maximum rate permitted by applicable law, calculated daily from the due date until paid in full. In addition to interest, Client shall reimburse Provider for all reasonable costs of collection, including attorneys’ fees and expenses. Provider may, without limiting any other rights or remedies, suspend or terminate performance of the Services if undisputed payments are not received when due.

4. REFUND AND CANCELLATIONS

Except as expressly provided in the applicable Purchase Order, all sales are final and Fees are non-refundable once Services have commenced or Products have been delivered. Client may cancel a Purchase Order prior to commencement of Services or shipment of Products, subject to Provider’s approval and payment of (i) all non-recoverable costs incurred by Provider in preparation for performance, and (ii) a cancellation fee equal to ten percent (10%) of the total Fees.

Products that are defective or non-conforming may be returned only with Provider’s prior written authorization and only if Client provides written notice of the defect or non-conformity within fourteen (14) days of delivery. Products not rejected within such period shall be deemed accepted. Provider’s sole liability, and Client’s exclusive remedy, shall be limited, at Provider’s election, to replacement of the affected Products or refund of the purchase price actually paid.

5. TERMINATION

Provider may, upon written notice to Client, immediately suspend performance or terminate these Terms and any applicable Purchase Order, in whole or in part, if: (i) Client fails to make any payment when due and such failure continues for ten (10) days after written notice thereof; (ii) Client breaches any material obligation under these Terms or the applicable Purchase Order and fails to cure such breach within thirty (30) days after written notice thereof; (iii) Client becomes insolvent, files or has filed against it a petition in bankruptcy, or makes an assignment for the benefit of creditors; or (iv) Provider reasonably determines that Client’s continued performance under these Terms or any Purchase Order would subject Provider to material legal, regulatory, or reputational risk. 

Client shall have no right to terminate these Terms or any Purchase Order for convenience or without cause. Client’s termination rights, if any, shall be strictly limited to termination for Provider’s uncured material breach of these Terms, following thirty (30) days’ prior written notice and opportunity to cure. Termination shall not relieve Client of its obligation to pay all amounts accrued or owed to Provider prior to the effective date of termination, including amounts for Products shipped or Services performed.

6. SHIPPING AND RISK OF LOSS

Unless otherwise provided in the Purchase Order, all shipments shall be FOB Destination, and title and risk of loss shall pass to Client only upon delivery of the Products to Client at the delivery location specified in the Purchase Order. Provider shall be responsible for all risk of loss or damage to the Products until such delivery is completed. Client shall be responsible for shipping charges, insurance, customs, duties, and other transportation expenses, unless expressly stated otherwise in the Purchase Order. Delivery dates are estimates only and are not guaranteed; Provider shall not be liable for delays caused by carriers, shortages, strikes, acts of God, or other events beyond its reasonable control.

7. CONFIDENTIALITY AND INTELLECTUAL PROPERTY 

Each Party shall maintain the confidentiality of the other Party’s confidential or proprietary information (“Confidential Information”) using at least the same degree of care that it uses to protect its own information of a similar nature, but in no event less than a reasonable degree of care. Confidential Information shall include, without limitation, all trade secrets, business methods, processes, customer information, pricing, financial data, and any other information disclosed in the course of the relationship that is not generally known to the public.

All intellectual property, trade secrets, and proprietary materials disclosed or provided by Provider in connection with the Services, including but not limited to methodologies, designs, training materials, documentation, specifications, software, inventions, know-how, and improvements, whether or not patentable or copyrightable, shall remain the sole and exclusive property of Provider. Nothing in these Terms or any Purchase Order shall be construed as granting Client any license or rights in or to such intellectual property, except a limited, non-transferable right to use such materials solely as necessary to receive the Services during the Term.

Client shall not reproduce, distribute, disclose, reverse engineer, modify, create derivative works from, or otherwise exploit such materials, directly or indirectly, without the prior written consent of Provider. Client shall implement and maintain adequate safeguards to prevent unauthorized use or disclosure of Provider’s Confidential Information or intellectual property. Unauthorized disclosure, use, or misappropriation of Provider’s Confidential Information or intellectual property may cause immediate and irreparable harm to Provider for which monetary damages would be an inadequate remedy. Accordingly, Provider shall be entitled, in addition to any other remedies available at law or equity, to seek injunctive relief and specific performance to prevent or curtail any such unauthorized disclosure, use, or misappropriation, without the necessity of posting bond or proving actual damages.

These obligations of confidentiality and restrictions on use shall survive termination or expiration of these Terms and any applicable Purchase Order.

8. WARRANTIES AND DISCLAIMER , INDEMNIFICATION  

Provider warrants that the goods supplied will conform to the specifications set forth in the applicable Purchase Order, will be free from material defects in workmanship and materials, will not be adulterated or misbranded within the meaning of the Federal Food, Drug, and Cosmetic Act, and are merchantable within the meaning of the Uniform Commercial Code. Provider further warrants that all goods will have not less than seventy-five percent (75%) of their labeled shelf life remaining at the time of delivery. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. Provider does not warrant uninterrupted or error-free performance.

9. LIMITATION OF LIABILITY

Provider’s total aggregate liability for any and all claims arising out of or related to these Terms, a Purchase Order, the Services, or any deliverables, whether in contract, tort, strict liability, or otherwise, shall not exceed the total Fees actually paid by Client to Provider under the specific Purchase Order giving rise to such claim during the three (3) months immediately preceding the event giving rise to the claim. In no event shall Provider be liable for any indirect, consequential, special, incidental, exemplary, or punitive damages, or for any loss of profits, revenues, business opportunities, goodwill, or anticipated savings, even if Provider has been advised of the possibility of such damages. Client acknowledges and agrees that the Fees reflect this allocation of risk and that this limitation of liability is an essential basis of the bargain between the Parties.

10. INDEMNIFICATION  

Each Party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party and its affiliates, officers, directors, employees, agents, and representatives (collectively, the “Indemnified Parties”) from and against any and all losses, liabilities, damages, costs, expenses, and reasonable attorneys’ fees arising out of or related to any third-party claim to the extent caused by (a) the Indemnifying Party’s breach of these Terms or any Purchase Order, (b) the gross negligence or willful misconduct of the Indemnifying Party, or (c) the Indemnifying Party’s violation of applicable law. The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim subject to indemnification and shall reasonably cooperate in the defense, at the Indemnifying Party’s expense. The Indemnifying Party shall not settle any claim in a manner that imposes any liability or admission of fault on the Indemnified Party without its prior written consent.

11. DISPUTE RESOLUTION

The Parties shall first attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to these Terms, a Purchase Order, or the Services through informal discussions between senior representatives of the Parties. If the dispute is not resolved within thirty (30) days, the Parties shall submit the matter to non-binding mediation before a mutually agreed mediator. If mediation does not result in resolution within thirty (30) days, the dispute shall be finally resolved by binding arbitration before one neutral arbitrator administered by a recognized arbitration service. The arbitration shall take place in Maricopa County, Arizona, unless otherwise agreed, and the arbitrator’s decision shall be final and binding. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall preclude either Party from seeking temporary or preliminary injunctive relief in a court of competent jurisdiction to protect its rights pending arbitration.

12. GOVERNING LAW

These Terms and all Purchase Orders shall be governed by and construed under the laws of the State of Arizona, without regard to conflict of law principles.

13. GENERAL PROVISIONS

These Terms, together with any applicable Purchase Order, constitute the entire agreement between the parties. No waiver shall be effective unless in writing. If any provision is found unenforceable, the remainder shall remain valid. Neither party may assign its rights or obligations without prior written consent, except that Provider may assign to an affiliate or successor. These Terms are binding upon the parties and their successors and permitted assigns.