Vale Health Terms and Conditions

Last Updated: Jan 24, 2024

THESE TERMS AND CONDITIONS (THE “TERMS”) ARE A LEGAL CONTRACT BETWEEN YOU AND VALE HEALTH (“VALE HEALTH”).  THESE TERMS EXPLAIN HOW YOU ARE PERMITTED TO USE THE WEBSITE LOCATED AT THE URL: [WWW.VALEHEALTH.COM] (THE “SITE”).  UNLESS OTHERWISE SPECIFIED, ALL REFERENCES TO THE “SITE” INCLDUE THE CONTENT AND SERVICES AVAILABLE THROUGH THE SITE (THE “SERVICES”).  BY ACCESSING OR USING THIS SITE, YOU INDICATE YOUR ASSENT TO BE BOUND BY THESE TERMS.  IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OR ACCESS THE SITE.   By accessing or using the Site, You represent that You have the authority to enter into these Terms on behalf of yourself, and if You are accessing and using this Site on behalf of an entity, You represent that You have the authority to act on behalf of and enter into these Terms on behalf of that entity.

Please be advised that these Terms contain provisions that govern how claims You and Vale Health have against each other are resolved (see Limitation of Liability below).  

Changes

Vale Health may make changes to the content and Services offered on the Site at any time.  Vale Health can change, update, or add or remove provisions of these Terms at any time by posting the updated Terms on the Site.  By using the Site after Vale Health has updated the Terms, You are agreeing to all of the updated Terms; if you do not agree with any of the updated Terms, you must stop using the Site. 

General Use

The Site displays content and information about health and wellness goods and services (“Seller Offerings”) offered by third party sellers (“Sellers”).  If You are interested in or intend to a purchase a Seller Offering displayed on the Site, by clicking “[Buy at _____ (retailer)]” the Site will redirect you to a third party online marketplace platform (“Third Party Platform”) provided by our third party partner (“Platform Partner”) to complete such purchase.

1. Introduction

The Site allows users to view Seller Offerings and link to a third party sites to purchase Seller Offerings.  Seller Offerings are offered and made available by Sellers, and not Vale Health.  Sellers are third parties who create, own and/or are responsible for their Seller Offerings.  Sellers authorize Vale Health to display content and information about the Seller Offerings on the Site.  Neither Vale Health nor the health systems that Vale Health authorizes to link or redirect You to the Site (“Health Systems”) from the Health Systems’ websites are a party to any contract for the sale of Seller Offerings between Sellers and You.  Any guidance Vale Health provides as part of the Site, such as pricing, shipping, listing and sourcing information or guidance, is solely provided for informational purposes, and You may decide to follow it or not.  Vale Health does not have any control over or guarantee: the existence, quality, safety, or legality of the Seller Offerings; the ability of Sellers to sell Seller Offerings; or that a Seller will actually complete a transaction or return. 

You acknowledge and agree that Vale Health may receive payment or other consideration from Sellers and/or Platform Partners in connection with Your purchase of Seller Offerings.  For example, if You link from the Site to Seller’s product page on Amazon’s online marketplace website and purchase the Seller Offering through such website, We will receive a commission from a qualifying purchase.  Vale Health may compensate the Health System on a fair market value basis for services provided by the Health System in connection with the operation of the Site.

2.  Using the Site

2.1.       Representations and Warranties.  You (including anyone acting on your behalf) represent and warrant that You have all necessary right, power and authority (i) to enter into and be legally bound by these Terms, (ii) to place any orders for or purchase Seller Offerings, and (iii) to authorize Sellers to access and use your data and information as described in Section 4, all without violation of any other agreements or policies.

2.2.       Compliance with Law.  You must use the Site and Services in compliance with all applicable laws.

2.3.       Restrictions.  In connection with using or accessing the Site, You will not:

• Use the Site if You are not able to form legally binding contracts (for example, if You are under 18 years old), or are suspended from using the Site;
• Fail to pay for Seller Offerings purchased by You;
• Distribute viruses or any other technologies that may harm the Site;
• Use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access the Site for any purpose;
• Circumvent any technical measures used to provide or protect the Site;
• Infringe intellectual property rights that are owned by or are licensed to Vale Health or Health Systems;
• Commercialize the Site or any information, data or software associated with the Site;
• Harvest or otherwise collect or use information about users of the Site without their consent.

If Vale Health believes You are abusing the Site in any way, Vale Health may, in its sole discretion and without limiting other remedies, limit, suspend, or terminate Your access to the Site.  Additionally, Vale Health reserve the right to refuse, modify, or terminate all or part of the Site for any reason in its sole discretion.

2.4.       Reservation of Rights. Except for the rights explicitly granted to You in these Terms, all right, title and interest (including intellectual property rights) in the Site and Services are reserved by Vale Health.

3.  Purchasing Seller Offerings; Returns

3.1.  When purchasing a Seller Offering, You agree that:

• You are responsible for reading the full Seller Offering listing provided by Seller and/or described on the Third Party Platform before purchasing Seller Offering;

• You enter into a legally binding contract with Seller to purchase the Seller Offering, regardless of when payment is due or received;
• Purchases and usage of Seller Offerings may be subject to separate terms and conditions, licenses, subscription terms, privacy policies and other applicable terms specified by the Seller (“Seller Terms”) or terms and conditions of the Third Party Platform (“Third Party Platform Terms”).  
• Vale Health does not transfer legal ownership of Seller Offerings from the Seller to You.
• You are entering into a commercial transaction with the Seller and not Vale Health or Health Systems.

3.2.       Return Policy.   Returns and refunds of Seller Offerings are governed by Seller Terms and practices or Third Party Platform Terms.  Vale Health may provide You with customer support in connection with a return of or refund relating to Seller Offerings, but Vale Health is not responsible for such returns or refunds.   

3.3.       Cancellations.  Cancellation of a purchase for a Seller Offering is governed by applicable Seller Terms, Third Party Platform Terms or applicable law.  You acknowledge and agree that Vale Health is not responsible for cancellations. 

4. Data Collection and Sharing

4.1.       Order Information.  If You purchase a Seller Offering, Vale Health and/or Platform Partner may provide the Seller with the information You provide in connection with the purchase, such as your name, company name (if any), addresses (including e-mail address) and phone number.

4.2.       Use of Your Data.  If You purchase a Seller Offering, You authorize Vale Health, Seller and/or Platform Partner to access or use certain data of Yours in connection with processing and fulfilling the applicable purchase. This may include transmitting, transferring, modifying or deleting such data, or storing such data on Seller’s systems, Vale Health’s systems, and/or Platform Partner’s systems.  Any use by Sellers or Platform Partner of Your data or information is subject to the applicable Seller Terms or Third Party Platform Terms, respectively.  VALE HEALTH IS NOT RESPONSIBLE FOR ANY ACCESS, USE, TRANSFER OR SECURITY OF DATA OR INFORMATION (INCLUDING YOUR DATA OR INFORMATION) BY SELLERS OR PLATFORM PARTNER, OR FOR THE SECURITY OR PRIVACY PRACTICES OF ANY SELLER OR PLATFORM PARTNER, OR THEIR RESPECTIVE PROCESSORS.  YOU ARE SOLELY RESPONSIBLE FOR YOUR DECISION TO PERMIT ANY SELLER OR PLATFORM PARTNER TO ACCESS OR USE DATA TO WHICH YOU’VE PROVIDED OR GRANTED ACCESS.  IT IS YOUR RESPONSIBILITY TO CAREFULLY REVIEW THE SELLER TERMS AND THE THIRD PARTY PLATFORM TERMS.

4.3.       Cookies. Like most interactive web sites, the Site may use cookies to enable Vale Health to retrieve user details for each visit.  Cookies are used in some areas of the Site to enable the functionality of this area and ease of use for those people visiting.  The Third Party Platform may also use cookies.

4.4.      Use of Data.  Any data that Vale Health collects or receives from You in connection with Your use of the Site and Your purchases is subject to the Vale Health Privacy Policy.  Any data that Sellers or Platform Partners collect from You in connection with Your purchase of Seller Offerings is subject to the privacy policies of Sellers and/or Platform Partner.

4.5.       Analytics and Usage Data.  In addition, You authorize Vale Health to collect and use technical data and related information (including technical information relating to Your device from which you access the Site) in connection with Your use of the Site in deidentified form for internal purposes, to improve the Site, and to facilitate the provision of software updates and other services.  

5.  Content and Reviews

5.1.       License to Content.  When You provide content to Vale Health though the Site or in connection with Our Services, including but not limited to reviews of Seller Offerings, opinions, messages, comments, photos, videos, graphics, and other content or material (“Content”), You hereby grant Vale Health a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right and license to use, reproduce, modify, adapt, publish, translate, publicly perform, publicly display, prepare derivative works, and distribute your Content, in whole or in part, and the intellectual property rights therein and thereto, in connection with the research, development, production, provision, expansion and promotion of the Site and Services, Seller Offerings and Health Systems’ products and services, in any media known now or developed in the future.  As part of this license, You are granting Vale Health the right to use your username, profile information, real name, image, likeness, descriptions of you, location or other information that may be contained in or associated with your Content. You acknowledge that Vale Health may or may not choose to provide attribution of Your Content in Vale Health’s sole discretion.  You represent and warrant that You own or otherwise control all necessary rights in and to Content to meet your obligations under these Terms.  You represent and warrant that Your Content is truthful and accurate to the best of Your knowledge, any opinions express by You in Your Content are Your individual honest opinions, findings, beliefs, and experiences, and you will immediately inform Vale Health of any material changes in those opinions, findings, beliefs, or experiences.  You represent and warrant that you have not been and will not be compensated or given anything of value by any third-party in exchange for Your creation or provision of Your Content. You may not upload, post, or otherwise make available on the Site any material protected by copyright, trademark or other proprietary right owned by a third party.  You shall be solely liable for any damage resulting from any infringement of copyrights, trademark, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any Content that You submit through the Site.  You hereby agree that the Content that You submit to or through the Site is provided on a non-proprietary and non-confidential basis.

6.  Payment Services 

In connection with Your purchase of a Seller Offering displayed on the Site, the Site will redirect You to a Third Party Platform to process and complete the purchase of the Seller Offering.  You acknowledge and agree that the Third Party Platform may have different privacy policies and terms and conditions, and You further acknowledge and agree that Your use of Third Party Platform is governed by the Third Party Platform Terms.  You further acknowledge and agree that You may be responsible for any transaction fees charged in connection with the purchase of a Seller Offering through the Third Party Platform.  YOU AGREE THAT NEITHER VALE HEALTH NOR HEALTH SYSTEM WILL, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH A THIRD PARTY PLATFORM, OR FOR ANY DAMAGES OR LOSS CAUSED BY OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH  YOUR USE OR RELIANCE ON A THIRD PARTY PLATFORM.

7.  Term and Termination

7.1.       For Cause.  Your rights hereunder will automatically terminate upon your failure to comply with any of the provisions in these Terms.  In case of such termination, You must cease all use of the Site, and Vale Health may immediately revoke your access to the Site without notice to You.

7.2.       Discontinuation of Site.  Vale Health may terminate these Terms without notice to You if Vale Health, in its discretion, discontinues the Site.

7.3.       Effect on Offerings.  If these Terms terminate, Your rights to use any previously purchased Sellers Offerings will survive in accordance with the applicable Seller Terms.

7.4.       Survival.  The following Sections will survive any termination or expiration of these Terms: Sections 2.1, 3, 4, 5, 7.3, 8, 10 and 11. 

8.  Important Disclaimers and Limitations of Liability; Indemnification

8.1.       Seller Offerings.  The Seller Offerings are provided by Sellers, and not Vale Health or Health Systems.  Sellers are solely responsible for their Seller Offerings and any related content or materials included in Seller Offerings.  NEITHER VALE HEALTH NOR HEALTH SYSTEMS HAVE ANY LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY SELLER OFFERINGS, INCLUDING THEIR ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, DATA HANDLING, DATA PROCESSING, COMPLETENESS, USEFULNESS OR QUALITY. THESE DISCLAIMERS APPLY EVEN IF A SELLER OFFERING COMPLIES WITH VALE HEALTH’S GUIDELINES FOR SELLER OFFERINGS (IF ANY), AND EVEN IF VALE HEALTH HAS REVIEWED, CERTIFIED, OR APPROVED THE SELLER OFFERING.  ANY USE OF SELLER OFFERINGS IS AT YOUR SOLE DISCRETION AND RISK.  SELLERS ARE SOLELY RESPONSIBLE FOR ENSURING THAT ANY INFORMATION THEY SUBMIT, OR THAT VALE HEALTH USES, IN CONNECTION WITH ANY SELLER OFFERING IS ACCURATE, COMPLETE AND CORRECT, AND NEITHER VALE HEALTH NOR HEALTH SYSTEMS ARE RESPONSIBLE FOR THE STANDARDS OR BUSINESS PRACTICES OF ANY SELLER (WHETHER SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE). YOU SHOULD ALWAYS INDEPENDENTLY VERIFY THAT ANY SELLER OFFERING OR SELLER BUSINESS PRACTICE MEET YOUR NEEDS.  In addition, Vale Health is not responsible for any third party websites to which the Site links or their terms and conditions or privacy policies. You should use Your discretion when visiting third party websites.

8.2.      No Medical Advice.  The information on the Site is not medical advice.  The Site is not a substitute for seeking medical care.  If you have, or feel like you have, a life threatening or medical emergency, DO NOT refer to the Site for guidance. Please contact emergency medical services immediately to receive treatment.  All content (including health content and articles) on the Site is for informational purposes only.  The content is not intended to be a substitute for face-to-face professional advice, diagnosis, or treatment.  You should always seek the advice of a physician with any questions regarding a medical condition.  You should never disregard professional medical advice or delay in seeking it because of visiting the Site.  You should consult other sources and confirm the information contained within the Site.  This shall include consulting with your own physician regarding the products and information on the Site.  For medical concerns, including decisions about medications and other treatments, You should always consult your physician or other, qualified healthcare professional.  The Site is not intended to diagnose or treat a medical condition.

8.3.       Disclaimer of Warranties.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, VALE HEALTH OFFERS THE SITE “AS IS” AND “AS AVAILABLE”, AND VALE HEALTH HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THE SITE OR THESE TERMS. YOU MAY HAVE OTHER STATUTORY RIGHTS, IN WHICH CASE THE DURATION OF ANY STATUTORY WARRANTIES WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8.4.       Limitations of Liability.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL VALE HEALTH OR HEALTH SYSTEMS BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER LIABILITY RELATED TO THE SITE OR ANY SELLER OFFERINGS, INCLUDING FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS OR COSTS OF DELAY.  NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT WILL VALE HEALTH’S OR A HEALTH SYSTEM’S AGGREGATE LIABILITY TO YOU UNDER THESE TERMS EXCEED $100.00.

8.5.       Basis of Bargain; Failure of Essential Purpose.  Vale Health enters into these Terms relying on the limitations of liability, disclaimers of warranty and other provisions relating to allocation of risk herein, and You agree that such provisions are an essential basis of the bargain between the parties. You agree that the waivers and limitations specified in this Section 8 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

8.6.       Indemnification.  You agree to indemnify, defend and hold Vale Health and Health Systems, their affiliates, and their officers, agents and employees harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs) arising out of or in connection with Your violation of these Terms, Your violation of any rights of a third party, or any Content You submit to or publish on or in connection with the Site. You may not settle any such claim without Vale Health’s prior written consent.

9.  Authorization to Contact You; Recording Calls

9.1.       Authorization to Contact You.  Vale Health may contact You using autodialed or prerecorded calls and text messages, at any telephone number, and at any email address, that You have provided to Vale Health, to: (i) provide support services in connection with Your use of the Site; (ii) resolve a dispute; (iii) poll Your opinions through surveys or questionnaires; or (iv) as otherwise necessary to enforce these Terms.  Standard telephone minute and text charges may apply and may include overage fees if You have exceeded your plan limits.  You may change your marketing communications preference for calls at any time, by contacting Vale Health.  

9.2.      Recording Calls.  Vale Health may, without further notice or warning, and in its sole discretion, monitor or record telephone conversations with You or anyone acting on Your behalf, for quality control and training purposes, or for Vale Health’s own protection.

10.  Proprietary Rights

You hereby acknowledge and agree that Vale Health retains all right, title and interest, including without limitation all intellectual property rights therein, to the Site and Vale Health trademarks and service marks.   You further acknowledge and agree that each Health System retains all right, title and interest, including without limitation all intellectual property rights therein, to the Health System’s trademarks and service marks.  There are no licenses granted by implication in these Terms, and Vale Health reserve all rights not expressly granted to You.  In the event You provide Vale Health with any suggestions, enhancements, requests, recommendations or other feedback relating to the Site (“Feedback”), You hereby grant Vale Health a royalty-free, worldwide, transferable, sublicensable (through multiple tiers), irrevocable, perpetual license to use or incorporate such Feedback into any products or services of Vale Health, Sellers and Health Systems.

11.       General

11.1.     Entire Agreement.  These Terms constitute the entire agreement between the parties with respect to their subject matter and supersedes any and all prior or contemporaneous agreements between the parties with respect to their subject matter.  For clarity, this does not limit the applicability of the Seller Terms or Third Party Platform Terms as set forth above.

11.2.     Interpretation.  If any provision of these Terms is held invalid by a court with jurisdiction over the parties to these Terms, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of these Terms will remain in full force and effect.  Vale Health's failure to enforce any provision of these Terms will not constitute a waiver of Vale Health’s rights to subsequently enforce the provision.  In these Terms, headings are for convenience only and terms such as “including” are to be construed without limitation.

11.3.     Assignment.  You may not assign or transfer these Terms.  

11.4.     No agency.  Nothing in these Terms is intended to, or shall be deemed to, make Vale Health or Health Systems your agent, or authorize Vale Health or Health Systems to make or enter into any commitments for You or on your behalf.

11.5      Digital Millennium Copyright Act and infringement notices. 

11.5.1.  Pursuant to Title 17 of the United States Code, Section 512, Vale Health has implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If You believe Your copyright or other intellectual property right is being infringed by a user of this Site, please provide written notice to Our Agent for notice of claims of infringement.  Vale Health’s agent for copyright issues relating to the Site is as follows:

            Vale Health  Inc.

            Attn: Bill Furlong

            515 N State St., Suite 300,  Chicago, IL 60654

11.5.2.  To be sure the matter is handled immediately, Your written notice must: 

• Contain Your physical or electronic signature;
• Identify the copyrighted work or other intellectual property alleged to have been infringed;
• Identify the allegedly infringing material in a sufficiently precise manner to allow Vale Health to locate that material;
• Contain adequate information by which Vale Health can contact You (including postal address, telephone number, and e-mail address);
• Contain a statement that You have a good faith belief that use of the copyrighted material or other intellectual property is not authorized by the owner, the owner's agent or the law;
• Contain a statement that the information in the written notice is accurate; and
• Contain statement, under penalty of perjury, that You are authorized to act on behalf of the copyright or other intellectual property right owner. 
• Unless the notice pertains to copyright or other intellectual property infringement, the Agent will be unable to address the listed concern.

11.5.3.  Submitting a DMCA Counter-Notification. Vale Health will notify You that We have removed or disabled access to copyright-protected material that You provided, if such removal is pursuant to a validly received DMCA take-down notice. In response, You may provide Our Agent with a written counter-notification that includes the following information:

• Your physical or electronic signature;
• Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
• A statement from You under the penalty of perjury, that You have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
• Your name, physical address and telephone number, and a statement that You consent to the jurisdiction of a court for the judicial district in which Your physical address is located, or if Your physical address is outside of the United States, for any judicial district in which We may be located, and that You will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

11.5.4.  Termination of Repeat Infringers.  Vale Health reserve the right, in its sole discretion, to terminate the account or access of any user of this Site or Services who is the subject of repeated DMCA or other infringement notifications.