TERMS OF USE

Vitalyti is a technology-enabled health and wellness service platform designed for the African market, to provide access to comprehensive health insurance, electronic health records management, and patient concierge services. Vitalyti will be deploying technology to enhance healthcare management services and patient experience especially (tailored) for the elderly through automated medical follow-ups, such as remote patient monitoring, consultation, medication reminders, health recovery information content, and educational videos.

Introduction 

These Terms of Use (“Terms”) apply to our Vitalyti health platforms and any other related features, contents, applications, or websites we may offer from time to time (collectively and as defined below, the “Vitalyti Services”). Please read these Terms carefully before using Vitalyti Services.

These Terms include Vitalyti’s privacy statement, which is incorporated by reference into these Terms.

This agreement is a legally binding contract. It may change or be updated as our business changes, and you agree you will review it and any updates regularly. Your continued use of Vitalyti Services means you accept any changes or updates.

1. Agreement

These Terms constitute a binding agreement between:

You and Vitalyti, CarePlans Africa, and Care360 (jointly referred to as “Vitayti” “we” or “us” in this Document)

“You” and “users” shall mean all visitors and users of the Vitalyti Services. You accept these Terms each time you access Vitalyti Services. If you do not accept these Terms, you must not use Vitalyti Services.

1. Eligibility

The Vitalyti Services are intended solely for persons who are 18years and above, underage persons are prohibited from using our Services. By accessing or using Vitalyti Services, you represent and warrant that you are 18 years and above. 

The Vitalyti Service 

The “Vitalyti Services” means any websites, applications, and other services under the control of Vitalyti, whether partial or otherwise, in connection with providing an online or digital platform to enable Businesses such as hospitals, healthcare providers, employers, and health advocates facilitate better health management for their patients via an enterprise health platform with a suite of care coordination tools. 

1. Medical Advice

Vitalyti does not give medical advice. The Vitalyti Services may help you submit your health records to your healthcare provider and provide helpful content, any information and materials available through the Vitalyti Services are for informational and educational purposes only and are not intended to constitute professional advice, diagnosis or treatment, or to substitute for your own judgment in consultation with your healthcare provider. The Vitalyti Services are not a substitute for professional medical treatment. You assume full risk and responsibility for the use of information, including your health records, you obtain from or through the Vitalyti’s Services. Please always seek the advice of your physician or other qualified healthcare provider regarding a medical condition. Vitalyti does not recommend or endorse any provider of health care or health-related products, items, or services, and does not recommend or endorse any specific tests, procedures, treatments, opinions, products, or other health related services.

1. Ancillary Reminder Tool

The Vitalyti reminder service is merely a support tool, created as a helpful backup reminder system. You should not and must not rely on the Application as your primary tool for determining whether and when to take medication or update your Healthcare provider with your health condition or vital measurements.

iii. Permission Rights

The permission granted to use the Vitalyti Services is subject to the restrictions in these Terms.  The Vitalyti Services offers you a platform to share your healthcare related content, utilize tools and other features of the Vitalyti Services to receive coordinated care. The use of  Vitalyti Services is at your own risk, including the risk that content that you or others contribute to your health record is inaccurate or unreliable or that your records may be misused or misappropriated by someone with whom you provide access.

1. Registration. 

Account registration is a requirement to access the Vitalyti Services, registration can be done through your HealthCare Provider to create a Vitalyti account for you or alternatively you create a personal account for your self-monitoring. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

1. Login Credentials

To use the Vitalyti Services, you will be required to login using an email address/phone number or the email address/phone number that you have registered with your HealthCare Provider. Your Account is designed for personal use, do not share your account information, or give access to your account to any third party. You are solely responsible for maintaining the confidentiality and security of your Account and every activity that occurs under your access credentials, you agree to use reasonable efforts to prevent unauthorized access to or use of the VitalytiServices and any device that you use to access the Vitalyti Services.

Note that Vitalyti will never ask you to reveal your account password either verbally or in writing. Provided we have exercised reasonable skill and due care, Vitalyti shall not be responsible for any losses arising out of the unauthorized use of your Account resulting from you not following these instructions.

1. Notification of Compromised Login Credentials

Once you discover that your account information has been compromised or that your account has been accessed by a third party, you agree to promptly notify Vitalyti by email, to support@vitalyticorp.com. Note that, you will be solely responsible for the losses incurred by Vitalyti and others due to any unauthorized use of your account.

vii. Record Sharing With Third Parties

If you are using the Vitalyti Services as part of a chronic care management service through a healthcare provider, you acknowledge and agree that such healthcare provider may share chronic care management related Records and other personal health information with and solicit Records and other personal health information from your other healthcare providers as authorized by the Nigeria Data Protection Regulation (NDPR), 2019 compliance you must sign with that healthcare provider. All requests for Vitalyti to send records to other healthcare providers must be via written authorization.

Notices

viii. Communications and Service Notification

By using the Vitalyti Services You agree that we may communicate or provide notices to you in the following ways:

• By email to the email address or SMS to the phone number you use to log in to your account;
• Through banner notices, push notifications, in-app messages or other messages delivered on or through the Vitalyti Services; or
• Through other means including any telephone number, mobile number, or mailing address you choose to provide to us.

You agree to keep any contact information you provide to us up to date. You may adjust your communications preferences in your Vitalyti account settings at any time or by unsubscribing from marketing emails using the link provided at the bottom of those emails.

To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at support@vitalyticorp.com.

Ownership and Use of Records 

We do not claim ownership rights in the health information, text, files, data, images, photos, video, sounds, links, works of authorship, or any other materials that you, or third parties with your authorization, post to or share via the Vitalyti Services (collectively, “Records”). We make no representations with respect to such Records. By posting or requesting Records through the Vitalyti Services, you certify that you have the right to post or request such Records and/or that you have obtained all required consents to post or access such Records (including the provision to Vitality of Personal Information about third parties), and you agree to access and use them only as permitted by applicable law. In addition, you acknowledge that certain providers of Records may have the right to revoke the use of Records provided to you under certain circumstances, including without limitation where the wrong Records have been provided, and you agree to delete any such Records upon request. Notwithstanding patients’ rights in their Records, providers or other third parties may have rights to those Records under applicable law.

You are responsible for backing up any Records that you store on the Vitalyti Services. If you close your Vitality Account or if we terminate your Vitalyti account or discontinue the Vitalyti Services, we may permanently delete your data from our servers. We have no obligation to return Records to you in such instances.

1. Vitalyti Content Ownership and Use

The contents of the Vitalyti Services include: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other content (collectively, “Vitalyti Content”). All Vitalyti Content and the compilation (meaning the collection, arrangement, and assembly) of all Vitalyti Content are the property of Vitalyti or its licensors and are protected under copyright, trademark, and other laws.

1. License From You

By making available any Records on or through the Vitalyti Services, you grant and agree to grant to Vitalyti a perpetual, non-exclusive license to use modify, adapt, translate, such Records (a) in order to provide the VitalytiServices to you; (b) for statistical use (provided that such Records are not personally identifiable); and (c) as necessary to monitor and improve the Vitalyti Service experience.

You agree that any Content submitted by you shall be your sole responsibility, shall not infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful.

xii. Record Sharing and Use of Records by Third Parties

You control who may access your Records. If you share some or all of your Records, then you agree that anyone you have shared such Records with may use that content. When you give others access to your Records through Vitalyti Services, they may use, reproduce, distribute, display, transmit, and communicate those Records to others. You should only share or give access to your Records to others that you trust to keep those Records confidential.

xiii. License Granted By Vitalyti

We authorize you, subject to these Terms, to access and use the Vitalyti Services and the Vitalyti Content solely for your personal and non-commercial purposes, at our discretion. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Vitalyti Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original VitalytiContent on any copy you make of the Vitalyti Content.

xiv. Vitalyti Marks

Vitalyti, the Vitalyti logo, and other Vitalyti logos and product and service names are or may be trademarks of Vitalyti(the “Vitalyti Marks”). Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use in any manner the Vitalyti Marks.

Except as permitted within these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the Vitalyti Services.

Copyright Policy

If you believe in good faith that materials posted on the Vitalyti Services infringe your copyright, you (or your agent) may send Vitalyti a “Notification of Claimed Infringement”- requesting that the material be removed or that access to it be blocked. The notice must include the name and contact details of the owner of the work or that of an authorized Agent and the specific copyrighted work(s) alleged to have been infringed.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, send Vitalyti a counter-notice. The notices described in this section should be sent to support@vitalyticorp.com

Suggestions and Feedback

At Vitalyti service satisfaction and improvement is very important to us, we are happy to receive your comments and feedback regarding our Services. Please take notice that if you send us creative ideas, suggestions, inventions, or materials (“creative ideas”), we shall:

Own, exclusively, all now known or later discovered rights to the creative ideas;

Not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any creative ideas; and

Be entitled to unrestricted use of the creative ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.

Disclaimers, Limitations, and Prohibitions

We do not represent or guarantee the truthfulness, accuracy, or reliability of any content or Records posted by you or any other third party. You accept that any reliance on such materials will be at your own risk. You are solely responsible for the Records you post. Vitalyti does not endorse or accept responsibility for any Records posted by you or other third parties on the Vitalyti Services. You assume all risks associated with your Records, including anyone’s reliance on their quality, accuracy, or reliability. You are solely responsible for any and all fees or costs you may incur to access the Vitalyti Services through any wireless or other communication services.

You agree to use Vitalyti Services only for their intended purposes. You must use Vitalyti Services in compliance with all privacy, data protection, intellectual property, and other applicable laws. The following uses of the Vitalyti Services are prohibited and you agree THAT YOU WILL NOT:

•       Harass, threaten, stalk, abuse, upload or post objectionable content that is unlawful, harmful, tortious, defamatory, libelous, violent, obscene, vulgar, invasive of another’s privacy, hateful, racially or ethnically offensive, or otherwise illegal;
•       Attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to the VitalytiServices, user accounts, or the technology and equipment supporting the Vitalyti Services;
•       Frame or link to the Vitalyti Services without permission;
•       Use data mining, robots, or other data gathering devices on or through the Vitalyti Services;
•       Upload/post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity;
•       Post or disclose Personal Information about another person without their consent;
•       Sell, transfer, or assign any of your rights to use the Vitalyti Services to a third party without our express written consent;
•       Use the Vitalyti Services or Vitalyti Content for any commercial purpose or in any manner not permitted by these Terms;
•       Use the Vitalyti Services in an illegal way or to commit an illegal act in relation to the Vitalyti Services or that otherwise results in fines, penalties, and other liability to Vitalyti or others;
•       Access the Vitalyti Services from a jurisdiction where it is illegal or unauthorized; or

Encourage or enable any other individual to do any of the above.

Account Termination, Removal of Records, and Consequences of Violating These Terms

We reserve the right to suspend or terminate your account and prevent access to Vitalyti Services for any reason, at our discretion. We reserve the right to refuse to provide Vitalyti Services to you in the future.

xv.Removal of Records

Vitalyti may review and remove any Records at any time for any reason, including activity which, in its sole judgment: violates these Terms; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive, or illegal; or violates the rights of, or harms or threatens the safety of, users of the Vitalyti Services.

xvi. Your Liability for Breach of these Terms

You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by, arising out of, or related to your breach of these Terms and your use of the Vitalyti Services.

Vitalyti’s Liability

We may change, suspend, or discontinue any aspect of the Vitalyti Services at any time, including hours of operation or availability of the Vitalyti Services or any feature, without notice or liability.

1. User Disputes

We are not responsible for any disputes or disagreements between you and any third party you interact with using Vitalyti Services. You assume all risks associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release Vitalyti of all claims, demands, and damages in disputes among Users of the VitalytiServices. You also agree not to involve us in such disputes. You are advised to use caution and common sense when using Vitalyti Services.

xvi. Content Accuracy

We make no representations about the accuracy, reliability, completeness, or timeliness of any contents of the VitalytiServices. Similarly, we make no representations about the accuracy, reliability, completeness, or timeliness of any data from a third-party service provider or the quality or nature of third-party products or services obtained through Vitalyti Services. Services used on the Vitalyti Platform are at your own risk.

xvii. Third-Party Websites

The Vitalyti Services may include links to third-party websites and applications. You are responsible for evaluating whether you want to access or use them. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risks and we disclaim all liability arising from your use of them.

xviii. Released Parties Defined

“Released Parties” include Care360 Ltd, CarePlans Africa, and their affiliates, officers, employees, agents, partners, and licensors.

We make no promises and disclaim all liability for specific results from the use of Vitalyti Services.

1. DISCLAIMER OF WARRANTIES

BY USING OUR SERVICES, YOU EXPRESSLY UNDERSTAND AND AGREE THAT: 

(A) YOUR USE OF THE VITALYTI SERVICES IS AT YOUR SOLE RISK, AND THE VITALYTI SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE VITALYTI SERVICES, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; 

(B) THE RELEASED PARTIES MAKE NO WARRANTY THAT 

(i) THE VITALYTI SERVICES WILL MEET YOUR REQUIREMENTS 

(ii) THE VITALYTI SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, 

(iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE VITALYTI SERVICES WILL BE ACCURATE OR RELIABLE,

 (iv) THE QUALITY OF ANY GOODS OR SERVICE AVAILABLE ON THE VITALYTI SERVICES WILL MEET YOUR EXPECTATIONS, AND 

(iv) ANY ERRORS IN THE VITALYTI SERVICES WILL BE CORRECTED; AND 

 

(C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE VITALYTI SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.

1. LIMITATION OF LIABILITY AND INDEMNIFICATION

BY USING OUR SERVICES, YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF VITALYTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: 

(i) THE USE OR THE INABILITY TO USE THE SITE 

(ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE VITALYTI SERVICES

(iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA

(iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON OR THROUGH THE VITALYTI SERVICES

(v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US OR 

(vi) ANY OTHER MATTER RELATING TO THE VITALYTI SERVICES. 

 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT POSSIBLE BY LAW, THE RELEASED PARTIES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE VITALYTI SERVICES OR YOUR USE OF VITALYTI CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100.

You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging, arising out of, or related to (i) your use of or reliance on any third-party content, (ii) your use of or reliance on any Vitalyti Content, or (iii) your breach of these Terms, including but not limited to any breach of your duty to maintain the confidentiality and integrity of shared Records and to use or disclose such shared Records only as authorized by their owner. We shall provide notice to you promptly of any such claim, suit, or proceeding.

General Terms

These Terms constitute the entire agreement between you and Vitalyti concerning your use of our Services. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.  

xix. Severability 

In the Event that any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. 

1. Title Headings and Descriptions 

The section titles and explanations in these Terms are for convenience only and have no legal or contractual effect. 

xxi. Interpretations

The English-language versions of the Terms and incorporated agreements, such as the Privacy Statement, contain the binding terms, and any translations into other languages are for convenience only. If the English-language version conflicts with any translation, the English-language version translation shall take precedence.

Dispute Resolution

These Terms and the relationship between you and Vitalyti shall be governed by the laws of the Federal Republic of Nigeria without regard to its conflict of law provisions. You agree to first contact Vitalyti at support@vitalyticorp.com regarding any claim or controversy arising out of or relating to these Terms of Use or your use of the Vitalyti Services. You and Vitalyti agree to submit to the personal and exclusive arbitration of any disputes relating to your use of the VitalytiServices under the rules of the Arbitration and Conciliation Act, Laws of the Federation of Nigeria, 2004. Any such arbitration, to the extent necessary, shall be conducted in Lagos, Nigeria. 

Changes to These Terms

Vitalyti has the right to change these Terms at any time, without your consent. If there are updates to the Vitalyti Terms, we will address the changes promptly and notify you of material changes to these Terms by sending you the amended Terms by email as well as updating the revision date of this document.

Contact Information

All notices to you relating to this Agreement shall be posted on the Application or sent to you at the e-mail or physical address if any, that you provided to us.

All notices to us relating to this Agreement shall be in writing and sent to the following: support@vitelyticorp.com