Governing Law: State of Colorado, USA
Dispute Forum: American Arbitration Association Consumer Arbitration Rules; Seat: Denver, Colorado
Corporate Domicile: British Columbia, Canada Business Corporations Act, S.B.C. 2002, c. 57
Contact: legal@vitelizehealth.com
Notice of Important Legal Terms
These Terms contain a binding arbitration clause (Section 22) with class action waiver, a limitation of liability (Section 20), and important disclaimers regarding the non-medical nature of Vitelize’s services (Section 5). By accepting these Terms, you waive the right to jury trial for most disputes. If you do not agree, do not access the Platform.
These Terms and Conditions of Use (“Terms”) constitute a legally binding agreement between Vitelize Health Inc. (“Vitelize”), incorporated under the Business Corporations Act (British Columbia, Canada), and any individual (“User”) who accesses, registers for, or uses the Vitelize website, mobile application, software platform, embedded wellness program locations, or any related service (collectively, the “Platform”). Access to or use of the Platform, including creating an account, accepting these Terms via the in-app acceptance mechanism, or participating in any Program activity, constitutes unconditional acceptance of these Terms. These Terms are supplemented by the Vitelize Privacy Policy, Participant Enrollment and Informed Consent Agreement, HIPAA Authorization, Subscription and Billing Agreement, and Gym and Physical Activity Liability Waiver (collectively, “Incorporated Policies”). Where Incorporated Policies conflict with these Terms, the Incorporated Policy governs its specific subject matter.
The Platform is available only to individuals who are at least eighteen (18) years of age, legally capable of entering into binding contracts, and not barred from receiving the Platform’s services under any applicable law. By accessing the Platform, you represent and warrant that you satisfy these criteria. Independent Medical Providers may impose additional clinical eligibility criteria; Vitelize does not control or influence clinical eligibility determinations.
Vitelize operates a technology-enabled wellness coordination platform integrating fitness programming, nutritional education, progress tracking, body composition monitoring, mandatory blood panel coordination, and administrative coordination with partner facilities and independent licensed medical organizations. The Platform facilitates access to independently operating licensed medical providers through CareValidate and laboratory services through independent Laboratory Providers. Vitelize does not provide, supervise, or bear responsibility for clinical or laboratory services rendered by those independent parties.
Vitelize is a non-clinical technology and wellness coordination company. Consistent with the Corporate Practice of Medicine doctrine (C.R.S. § 12-240-138(6)(a); Pediatric Neurosurgery, P.C. v. Russell, 44 P.3d 1063 (Colo. 2002); Daly v. Aspen Center for Women’s Health, Inc., 134 P.3d 450 (Colo. App. 2005)), Vitelize does not employ Independent Medical Providers in a clinical capacity and does not direct, influence, or control clinical decisions including prescribing, dosing, monitoring, or discontinuation. All medical services are provided solely by Independent Medical Providers through CareValidate. All laboratory services are provided by independent Laboratory Providers. Vitelize personnel are not authorized to provide medical advice, interpret laboratory results, recommend medications, or advise on dosing. All questions regarding medications, laboratory results, side effects, and clinical matters must be directed to the User’s Independent Medical Provider.
Medical services are subject to the Colorado Medical Practice Act (C.R.S. Title 12, Art. 240), Colorado Medical Board Telehealth Policy, SB 24-141, and C.R.S. § 12-240-146. Laboratory services are subject to CLIA certification requirements (42 U.S.C. § 263a). Vitelize does not practice medicine, operate a clinic, or function as a healthcare facility under Colorado law.
Users must create an account with accurate, complete, and current registration information. Users are responsible for maintaining account credential confidentiality, all activity under their account, and prompt notification of unauthorized access. Vitelize may suspend or terminate accounts with false information, fraudulent conduct, or Platform security risks.
By submitting User Content through the Platform including fitness activity logs, training progression records, workout session data, nutritional intake submissions, body composition inputs, program adherence data, subjective wellness assessments, and any other health-adjacent information entered directly by the User or synchronized through integrated third-party services the User grants Vitelize a non-exclusive, worldwide, royalty-free, sublicensable license to use, process, store, display, and de-identify such content for the following purposes: (a) operating the Platform and delivering Program services; (b) de-identifying User Content in accordance with applicable privacy standards, including the HIPAA Safe Harbor method or Expert Determination method under 45 C.F.R. § 164.514(b), and incorporating de-identified data into Vitelize’s longitudinal metabolic performance dataset; (c) using de-identified, aggregated data for internal research, evidence-based protocol development, and service improvement; and (d) licensing, sharing, or otherwise commercializing de-identified, aggregated insights derived from the longitudinal dataset with third parties, including pharmaceutical manufacturers, healthcare payers, self-insured employers, academic institutions, and technology development partners, for research, product development, and commercial purposes. User Content used under purpose (d) will be de-identified prior to any external disclosure such that no individual User can reasonably be identified from the data. Vitelize does not sell identified personal data. Users warrant that User Content submitted through the Platform is accurate and that submission does not violate applicable law or the rights of any third party.
The Platform integrates with the following independent third-party services:
These third parties are independent entities. Vitelize does not control, supervise, or bear responsibility for their acts, omissions, service quality, data practices, or compliance with applicable law.
Participation in fitness programming involves inherent physical risks including musculoskeletal injury, cardiovascular events, falls, and other physical harm. By participating, Users acknowledge and assume all risks associated with physical activity. This acknowledgment supplements, and does not replace, the Gym and Physical Activity Liability Waiver executed as a condition of Program participation. Users must disclose all medical conditions and medications to their Independent Medical Provider and ensure medical clearance for physical activity.
Personal trainers and wellness coordinators at Gym Partner Facilities are fitness professionals, not licensed healthcare providers. Users agree not to seek or rely upon any statement from Vitelize personnel or gym staff regarding medications, laboratory results, clinical eligibility, treatment decisions, dosing, or side effects.
The Platform is not for emergency medical situations. Users experiencing a medical emergency must immediately contact emergency services (911) or proceed to the nearest emergency medical facility.
Platform access requires payment of a single unified subscription fee as specified in the Subscription and Billing Agreement (VIT-SUB-003), incorporated by reference. The standard program fee is $899 per month; a transition rate of $774 per month is available to qualifying existing Core Progression members. Training fees of $299 (1x/week) or $599 (2x/week) are bundled with the program fee. All subscriptions renew automatically under C.R.S. § 6-1-732. Fees for CareValidate services, laboratory testing, and GLP-1 medications are separate and not charged by Vitelize.
All Platform content including software, algorithms, protocols, training programs, nutritional frameworks, graphical elements, and trademarks are the property of Vitelize or its licensors. Users receive a limited, personal, non-exclusive, non-transferable, revocable license to access and use the Platform solely for personal Program participation. Reproduction, modification, distribution, reverse engineering, or commercial exploitation is prohibited.
Collection, use, and disclosure of personal information and PHI is governed by the Vitelize Privacy Policy (VIT-PRIV-003), which is incorporated by reference. The five data flows governing the exchange of health-related data among Vitelize, CareValidate, Laboratory Providers, and Trainerize are described in the Privacy Policy and HIPAA Authorization. Users acknowledge that delivery of Program services requires Vitelize to operate within a multi-party data environment and consent to data sharing as described in those Incorporated Policies.
By creating an account, Users consent to receive electronic communications from Vitelize including transactional messages, program updates, appointment reminders, billing notifications, and Platform alerts, by email, text message, push notification, or in-app messaging. Marketing communications are governed by CAN-SPAM Act requirements. Users may opt out of marketing communications through account settings. TCPA-compliant text message consent is obtained separately through the Platform Communications Consent (VIT-COMM-001).
Vitelize may modify, suspend, or discontinue any Platform feature at any time without liability. Amendments to these Terms will be communicated via Platform notification or email. Continued use after the effective date constitutes acceptance of amended Terms.
The Platform is provided on an “as is” and “as available” basis without warranty of any kind, express or implied. Vitelize disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Vitelize does not warrant specific health, wellness, or metabolic outcomes from Program participation.
Individual results vary based on medical, physiological, behavioral, and compliance factors outside Vitelize’s control.
To the fullest extent permitted by law, Vitelize’s aggregate liability for all claims arising under these Terms shall not exceed the total amount paid by the User to Vitelize during the twelve (12) months preceding the claim. In no event shall Vitelize be liable for indirect, incidental, consequential, punitive, or special damages arising from: use of or inability to use the Platform; clinical decisions or treatment outcomes of Independent Medical Providers; laboratory results; medication effects or adverse events; exercise-related injuries; actions of Gym Partner Facilities; or unauthorized data access, even if advised of the possibility of such damages.
These limitations do not apply to Vitelize’s gross negligence, willful misconduct, fraud, or liability that cannot be excluded under applicable law.
Users agree to indemnify, defend, and hold harmless Vitelize and its directors, officers, employees, agents, successors, and assigns from all third-party claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising from: use of or access to the Platform; violation of these Terms; provision of false or inaccurate information; violation of applicable law or third-party rights; or conduct in connection with the Program.
Except as provided in Section 22.4, any dispute arising from these Terms, the Platform, or the Program shall be resolved by binding individual arbitration administered by the AAA under its Consumer Arbitration Rules, seated in Denver, Colorado, governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.).
Each party waives the right to pursue any claim as plaintiff or class member in any class action, collective action, or representative proceeding.
Before arbitration, the disputing party must provide 30 days’ written notice to legal@vitelizehealth.com describing the dispute and relief sought.
Excluded from arbitration: claims for injunctive relief to prevent IP infringement; individual small claims court actions within Denver jurisdiction.
These Terms are governed by the laws of the State of Colorado, without regard to conflict of law principles. Non-arbitrable claims are subject to exclusive jurisdiction in Denver, Colorado state and federal courts. Vitelize’s British Columbia corporate domicile does not affect this choice of governing law.
These Terms, together with all Incorporated Policies, constitute the entire agreement between the parties. If any provision is invalid or unenforceable, it shall be severed and remaining provisions remain in full force. Vitelize’s failure to enforce any provision is not a waiver of that right.
General: contact@vitelizehealth.com
Legal: legal@vitelizehealth.com
Privacy: privacy@vitelizehealth.com
Billing: billing@vitelizehealth.com