Terms of Use

VitalSines, Inc. (“the Company”, “we”, “our”, or “us”) provides online and mobile services, including but not limited to the iHeart Alive website, at http://www.goiheart.com (“Website”), software, mobile applications, services, (collectively, the “Services”) and body monitoring electronic products (the “Products”). These terms and conditions of use (“Terms of Use”) comprise a legal agreement between the Company and you, the person accessing and using the Services (“you”). These Terms of Use set forth the legally binding terms and conditions for the use of the Company’s Services.

BY USING THE SERVICES YOU ARE DEEMED TO HAVE READ AND ARE INDICATING YOUR ACCEPTANCE OF, AND YOU AGREE TO BE BOUND BY, THE TERMS AND CONDITIONS OF THESE TERMS OF USE WHICH SHALL GOVERN YOUR ACCESS AND USE OF THE SERVICES.

IF YOU DO NOT AGREE WITH ONE OR MORE OF THESE TERMS OF USE YOU MAY NOT ACCESS OR USE THE SERVICES.

In consideration of the mutual promises and agreements contained in these Terms of Use and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), you and the Company agree as follows:

Modification of Terms

The Services are offered subject to acceptance of all of the terms and conditions contained in these Terms of Use. The Company reserves the right to modify or replace the Terms of Use. Should the Company wish to modify or replace these Terms of Use, it will provide you with notice of such changes 60 days prior to the coming into force of the changes. If you use the Services after receiving notice of any such modification or replacement, you are deemed to have read and are indicating your acceptance of, and you agree to be bound by, the modified or replaced terms of use, which modified or replaced terms of use shall be the Terms of Use.

License Grant

The Company hereby grants to you a personal, revocable, non-exclusive, non-transferable license to use and access the Services conditioned on your continued compliance with the terms of this Agreement. You may print and download materials and information from the Services solely for personal and non-commercial use, provided that all hard copies contain all copyright and other proprietary and other applicable notices contained in such materials and information. Notwithstanding the foregoing and except as otherwise expressly permitted herein, you may not modify, copy, distribute, upload, post, broadcast, transmit, reproduce, republish, reverse engineer, decompile, disassemble, mirror, frame, license, transfer, sell, or otherwise use any information or material, including without limitation the HTML or other software instructional code, obtained from or through the Services. As a further condition to your use of the Services, you warrant to the Company that you will not use the Services for any purpose that is unlawful or otherwise prohibited by this Agreement. Any rights not expressly granted herein are reserved by the Company.

Requirements for Use

The Services are not intended to be used by, and are not marketed or directed towards, children or any person under the age of majority in the user’s jurisdiction.

Agency

You represent that you are using the Services for its intended purpose. If you are registering or using the Services on behalf of a company or other organization, you represent that you have authority to bind your employer by your actions.

Precautions

The Products and Services are not medical devices. Content found through the Company’s Services is for informational purposes only and is not intended to replace the relationship between you and your physician or other medical provider. We are not a licensed medical care provider and have no expertise in diagnosing, examining, or treating medical conditions of any kind, or in determining the effect of any specific exercise on a medical condition. You should always consult a physician before starting a fitness program, changing your diet or if you have any questions regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on or through the Services. You should understand that when participating in any exercise or exercise program, there is the possibility of physical injury and/or death. If you think you may have a medical emergency, call your physician or emergency services immediately. If you feel discomfort or pain, immediately stop the activity causing such discomfort or pain. You should consult with your physician before following any training instructions you receive through the Services or participating in any event announced on or through the Services. Not all exercises or activities described on the Services are suitable for everyone. By using the Services, you represent that you have received consent from your physician to participate in the programs, workouts, and exercises described on the Services. We are not responsible for any health problems that may result from training programs, products, or events you learn about through the Services. If you engage in any exercise program you receive or learn about through the Services you agree that you do so at your own risk and are voluntarily participating in these activities

Information on the Services

We try to provide helpful and accurate information through our Services, but we make no endorsement, representation or warranty of any kind about any information, services or recommendations made available through these Services. We are not responsible for the accuracy, reliability, effectiveness, or correct use of information you receive through the Services. If you rely on any information provided by the Company, the Company’s employees, or others appearing on or contributing content to the Services, you do so solely at your own risk.

Registration and Passwords

To access and use certain features of the Services, you will need to create an account (a “User Account”). As part of the process to create, register and maintain your account you must provide the Company with certain current, complete, and accurate registration information, including your e-mail address, and other data or information that has been requested by the Company during the client account registration or renewal process. In these Terms of Use, “Personal Information” means any information about an identifiable individual, such as your name, e-mail address, gender, date of birth, any data about you that you elect to provide electronically through the Services and any other information that identifies who you are. Personal Information will be used by the Company solely in accordance with these Terms of Use and the Company’s Privacy Policy (the “Privacy Policy”).

Ownership of the Services

The Services and all aspects thereof, including all copyrights, trademarks, and other intellectual property rights therein, are owned by the Company (or its suppliers, partner businesses or third party licensors as the case may be). You acknowledge that the Services and any underlying technology used in connection with the Services contain intellectual property and proprietary information. You may not reproduce, distribute, modify or create derivative works of, publicly display (including by framing any content), or commercially exploit any part of the Services except as necessary to view the content therein and to create a reasonable number of copies of portions of such content (without modification) for your personal, non-commercial use. All rights in the Services not expressly granted to you by the Company are retained by the Company and its licensors.

Personal Information

You agree that your use of the Services is subject to the terms of our Privacy Policy, which is hereby incorporated by reference into, and forms an integral part of, the Terms of Use. By agreeing to the Terms of Use or by using the Services, you expressly consent to the collection, storage, use and disclosure of your information, including your Personal Information, according to the Privacy Policy. You represent and warrant to the Company that you are at least the age of majority in your jurisdiction and that you have the full, unrestricted right and authority and have been fully authorized to provide to the Company any and all registration data (including any Personal Information) for the purposes of these Terms of Use and that the Company is authorized and permitted to use such data as and to the extent provided in these Terms of Use.

Use of Cookies

You agree that the Company has the right to monitor and review your use of the Services from time to time, and to use “cookies”, “log files” and your “browsing data” in accordance with the Privacy Policy.

Services Provided “AS IS”

YOU UNDERSTAND AND AGREE THAT THE SERVICES, ANY COMPANY CONTENT AND OTHER INFORMATION, DATA AND MATERIALS PROVIDED AS PART OF THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR HEREIN AND PERMITTED UNDER APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OR CONDITIONS OF ANY KIND OR NATURE WHATSOEVER, WHETHER EXPRESS OR IMPLIED, AND WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, FROM A COURSE OF DEALING OR USAGE OF TRADE, AND INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS, ANY CONDITION OR WARRANTY OF MERCHANTABILITY, TITLE OR NON-INFRINGEMENT OF THIRD PARTIES RIGHTS AND ANY CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

THE COMPANY DOES NOT OFFER ADVICE OR RECOMMENDATIONS CONCERNING INFORMATION OR DATA CONTAINED IN ANY SERVICES OR COMPANY CONTENT AND ANY ACTIONS TAKEN, OR FAILURES TO ACT, IN RELIANCE ON ANY COMPANY CONTENT (OR OTHERWISE ON THE SERVICES) BY YOU OR ANY OTHER PERSON IS YOUR SOLE RESPONSIBILITY AND LIABILITY. THE COMPANY SPECIFICALLY MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES (INCLUDING THE PROVISION OF ANY COMPANY CONTENT) WILL BE ACCURATE, RELIABLE, COMPATIBLE WITH YOUR COMPUTER OR MOBILE DEVICE, OR COMPLETE OR WILL BE PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS OR THAT ANY ERRORS CAN OR WILL BE CORRECTED OR THAT ANY SERVICES, COMPANY CONTENT, DATA OR THE RESULTS DERIVED THEREFROM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR THAT THE SERVICES ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL ELEMENTS.

YOU ACKNOWLEDGE THAT THE COMPANY DOES NOT CONTROL IN ANY RESPECT ANY INFORMATION, PRODUCTS, OR SERVICES OFFERED BY THIRD PARTIES ON OR THROUGH THE SERVICES. EXCEPT AS OTHERWISE AGREED IN WRITING, THE COMPANY AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH THE SERVICES.

IF YOU ARE DISSATISFIED WITH THE SERVICES OR WITH ANY OF THE TERMS, CONDITIONS, GUIDELINES, PRACTICES OR POLICIES OF THE COMPANY IN PROVIDING THE SERVICES YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USING THE SERVICES.

Limitation of Liability

CONSUMER PROTECTION LAWS IN QUÉBEC PROHIBIT ANY STIPULATION THAT WOULD RELIEVE A MERCHANT FROM THE CONSEQUENCES OF HIS OR HER OWN ACTION. IF YOU ARE A QUÉBEC CONSUMER, THIS SECTION DOES NOT APPLY TO THE EXTENT THAT IT WOULD RELIEVE THE COMPANY OR ITS REPRESENTATIVE(S) OF LIABILITY FOR ANY ACTION OF THE COMPANY.

UNDER NO CIRCUMSTANCES SHALL THE COMPANY, BE LIABLE TO YOU, OR TO ANY OTHER PARTY, FOR ANY LOSSES, COSTS OR DAMAGES OF ANY KIND OR NATURE WHATSOEVER THAT ARE SUFFERED OR INCURRED IN ANY CONNECTION WITH THE USE OF (OR THE INABILITY TO USE) THE SERVICES, OR ANY COMPANY CONTENT OR THIRD PARTY CONTENT (REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, INCLUDING FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, EQUITY, STRICT LIABILITY, BY STATUTE OR OTHERWISE AND REGARDLESS OF THE OCCURRENCE OF A FUNDAMENTAL BREACH OR FAILURE OF ESSENTIAL PURPOSE).

IN NO EVENT WHATSOEVER SHALL ANY OF THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS AND THIRD-PARTY CONTRACTORS, SUPPLIERS AND LICENSORS (COLLECTIVELY THE “COMPANY PARTIES”) BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND OR NATURE WHATSOEVER THAT ARE SUFFERED OR INCURRED IN ANY CONNECTION WITH THE USE OF THE SERVICES (INCLUDING IN ANY CONNECTION WITH THE TRANSMISSION OR DOWNLOADING OR STORAGE OF ANY DATA OR SUBMISSIONS TO OR FROM THE SERVICES OR THE USE OF, OR RELIANCE ON, ANY COMPANY CONTENT OR OTHER INFORMATION OR DATA CONTAINED ON OR PROVIDED THROUGH THE SERVICES, OR LOSS OF OR DAMAGE TO FILES OR DATA OR ANY COSTS OF RECOVERING OR REPRODUCING ANY FILES OR DATA OR LOSS OF USE OR LACK OF AVAILABILITY OF SERVICES OR ANY BUSINESS INTERRUPTION OR LOSS OF REVENUE OR PROFIT OR ANY OTHER ECONOMIC LOSS WHATSOEVER) HOWEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION AND WHETHER OR NOT FORESEEABLE, EVEN IF THE COMPANY PARTIES OR ANY OF THEM HAS BEEN INFORMED IN ADVANCE OR OUGHT REASONABLY TO HAVE KNOWN OF THE POTENTIAL FOR SUCH DAMAGES.

THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE AND USE OF THE SERVICES AND ANY PROVIDED SUPPORT IS ASSUMED BY YOU.

The Company shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond the Company’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation.

The terms and conditions of these Terms of Use that limit liability reflect an informed voluntary allocation of risk; such allocation represents a material part of these Terms of Use. You agree that the limitations of liabilities set out in these Terms of Use are fair and reasonable in the circumstances.

Indemnity

Except if you reside in Québec, you agree to defend, indemnify, and hold harmless the Company from and against any claims, actions, demands, losses, liabilities, damages, costs and expenses suffered by such persons, including without limitation, reasonable legal and accounting fees, alleging or resulting, directly or indirectly, from your: (a) breach of these Terms of Use; (b) use of the Services; and (c) disclosure to the Company of any information or data, including Personal Information, and the use of same by the Company.

Third Party Websites and Resources

The Company provides links on the Services to websites or resources, including those operated by parties other than the Company. These links are provided for your convenience and the Company is not responsible for the availability of such websites or resources and does not endorse or accept responsibility for the content of such external websites or resources and has no responsibility for or control over the terms of use or privacy policy (if any) of the operators of the external websites or resources. Your access and viewing of any third party websites or resources is conducted at your own risk. You are strongly advised to check the terms of use and the privacy policies of these external websites or resources before making use of them. You acknowledge that the Company may remove any link to an external website or to resources at any time for any reason whatsoever.

Jurisdiction

CONSUMER PROTECTION LAWS IN QUÉBEC PROHIBIT ANY STIPULATION OF A LAW OTHER THAN THE LAWS OF QUÉBEC AND THE FEDERAL LAWS OF CANADA. IF YOU ARE A QUÉBEC CONSUMER, THE FOLLOWING PARAGRAPH DOES NOT APPLY.

The Services are administered by the Company from a site that is located in Ontario, Canada. You acknowledge and agree that your use of the Services and all of the communications, transmissions and transactions associated with the Services shall be deemed to have occurred in the Province of Ontario, Canada. You agree that these Terms of Use shall be exclusively governed by, construed and interpreted in accordance with the laws of the Province of Ontario, Canada and that federal laws of Canada applicable therein and that the law of the Province of Ontario is the proper law. You irrevocably attorn to the exclusive jurisdiction of the Courts of the Province of Ontario in respect of all matters and disputes arising hereunder.

You expressly agree that, in the event that there is a dispute under these Terms of Use and such dispute is to be resolved in a court of law, such dispute shall not be resolved by jury trial and you hereby waive any right to trial by jury.

Waiver

No delay or omission by the Company to exercise any right or power it has under these Terms of Use or to object to the failure of any covenant of you to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. Any waivers by the Company must be in writing and signed by an authorized representative of the Company.

Termination

The Company may terminate these Terms of Use and your use and access of the Services if you fail to comply with any provision of these Terms of Use. To the extent permitted by applicable law, the disclaimers, limitations on liability, termination, and your warranties and indemnities shall survive any termination of these Terms of Use. The Company shall not be required to refund to you any amounts prepaid, if any, for use of the Services if the Company has terminated your account or your use of, or access to, any of the Services for breach of these Terms of Use.

Assignment

These Terms of Use are personal to you, and are not assignable, transferable, or sublicensable by you except with the Company’s prior written consent. The Company may assign, transfer, or delegate any of its rights and obligations hereunder without your consent.

Effective Date: August 1, 2014