Terms and Conditions

These Terms and Conditions (“Terms”), which incorporate our Privacy Policy, are a legal contract between you and VITABOX LLC (“VITABOX,” “Company,” “us,” “we,” or “our”). By accessing or using Company’s website and related services (the “Service”), you (“you” or “your”) agree to be bound by these Terms, including the separate Privacy Policy. If you disagree with any part of these Terms, then you do not have permission to access or use the Service. You and Company may also be referred to as a “Party” or collectively as the “Parties.” These Terms contain important provisions affecting your rights, including relating to arbitration, waiver of class actions, limits of liability, and modification of these Terms. Please read these Terms carefully before using the Service. You may print them for your records. You must be at least 18 years old and legally qualified to enter into contracts to use the Service. If you use the Service on behalf of a company or third party, you must be authorized to act on behalf of that company or party.

‍The Service; No Guarantees

‍Company discovers, acquires, and grows “better for you brands” that share consumers’ values on ingredients, the environment, and how employees should be treated. Our website contains a Contact Form where you can submit your contact information to be considered for further communications. You understand there are certain requirements for consideration and that not every brand will move forward. Company does not make any promises or guarantees of any kind by taking your submission, and you understand that Company may receive many types of submissions from different users, including submissions that may be substantially similar. You assume all risks of using Company’s website and Service. Material on Company’s website is for informational purposes only and is subject to inaccuracies and errors. Company’s website may contain links to third-party websites, including social media pages and platforms. Company does not control third-party websites or content.

‍Dispute Resolution and Mandatory Arbitration

‍Customer Service. We encourage you to seek resolution of any “Claim” by first contacting us at the contact information below. “Claim(s)” means any claim, demand, dispute, lawsuit, or action of any kind between you and us, or any of our owners, officers, managers, members, employees, agents, representatives, successors, and assigns (“Company Entities”) related to or arising out of these Terms, including the Privacy Policy, or the Service. If we cannot reach an informal resolution, the arbitration provision below will govern all Claims.

Binding Arbitration and Waiver of Class Actions. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES AGREE TO RESOLVE ALL CLAIMS AGAINST EACH OTHER OR COMPANY ENTITIES BY FINAL AND BINDING ARBITRATION. ANY ELECTION TO ARBITRATE BY ONE PARTY SHALL BE FINAL AND BINDING ON THE OTHER. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIMS. THE PARTIES WAIVE ANY RIGHT TO JOIN CLAIMS WITH OTHERS OR OTHERWISE PROCEED IN A CLASS OR CONSOLIDATED ACTION OR REPRESENTATIVE CAPACITY. YOU UNDERSTAND THAT, WITHOUT THIS PROVISION, YOU WOULD HAVE HAD THE RIGHT TO SUE IN COURT WITH A JURY OR PARTICIPATE IN A CLASS ACTION. EACH PARTY INTENTIONALLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY OR CLASS ACTION. This arbitration provision is reciprocal, final, binding, and exclusively governed by the Federal Arbitration Act and federal arbitration laws. The arbitration shall be administered by JAMS pursuant to its “Streamlined Arbitration Rules and Procedures,” see www.jamsadr.com. The arbitration may be conducted in person or via video, web, or audio conference, and the arbitration location shall be at the JAMS facility located in or nearest to your city of residence. If you initiate an arbitration, you may be required to pay an initial consumer arbitration fee of $250 to JAMS, unless you qualify for a waiver. The remaining costs of arbitration (including any remaining JAMS case management fee and professional fees for the arbitrator) shall be paid as determined by the arbitrator. If JAMS is unavailable to arbitrate a dispute or claim, the Parties agree to arbitrate using an alternative arbitral forum. The Parties will each pay their own attorneys’ fees unless an award of attorneys’ fees is authorized by statute. The Parties shall participate in the selection of one arbitrator. The arbitrator shall resolve all Claims, including any disputes arising out of or related to the formation, interpretation, enforcement, or applicability of this agreement to arbitrate and these Terms, including any argument that all or part of the agreement is void or voidable. The arbitrator must abide by these Terms and applicable law, and any award shall include a written statement of essential findings and conclusions supporting the award. The arbitrator may award the same damages or other relief available in court. Nothing herein shall limit rights to seek a “public injunction.”

Provisional Remedies, Venue, Choice of Law. THESE TERMS DO NOT PRECLUDE EITHER PARTY FROM SEEKING PROVISIONAL REMEDIES IN AID OF ARBITRATION, INCLUDING ORDERS TO STAY COURT ACTION OR COMPEL ARBITRATION, OR FROM APPLYING TO A COURT FOR A TEMPORARY RESTRAINING ORDER OR PRELIMINARY INJUNCTION, IN STATE OR FEDERAL COURTS IN OR NEAREST TO CINCINNATI, OHIO. If you reside outside the United States and bring a Claim outside the United States, the law may allow you to bring a Claim in the court where you reside. European consumers can access the European Commission’s online dispute resolution platform at https://ec.europa.eu/consumers/odr. Subject to the above, these Terms shall be interpreted as though executed in Cincinnati, Ohio and shall be exclusively governed by Ohio laws, regardless of cause of action, without regard to conflict of law principles.

Severability. If any provision of this arbitration agreement is found to be invalid or unenforceable, that provision shall be severed with the remaining provisions continuing in full force and effect. This arbitration agreement shall survive termination of your relationship with Company and termination of these Terms.

Intellectual Property

‍Company’s Service, logos, websites, domains, text, graphics, software, images, trademarks, copyrights, content and features, functionality, source code, arrangement, and other parts of the Service, exclusive of user or third-party content, are the exclusive intellectual property of and owned by Company or its licensors. Company’s marks include but are not limited to CINCY BRANDS and the CINCY BRANDS logo. Company’s intellectual property and proprietary content may not be used without the prior written consent of Company, and you agree to not violate Company’s right, title, or interest in the same. Subject to your compliance with these Terms and applicable laws, Company grants you a limited, non-exclusive, revocable, non-sublicensable, non-transferable license to access and use the Service in your personal non-commercial capacity solely in the manner intended by the Service. Company reserves all rights not expressly granted.

In connection with the Service, you are able to provide information, including about your brand. Between you and Company, you will continue to own your brand information until there is an agreement otherwise. Company may choose to enter into a non-disclosure agreement with you to learn more about your brand. Company may also choose to send you a Letter of Intent and an Asset Purchase Agreement for your brand, but it has no obligation to do so. Any further steps or agreement shall be in Company’s sole discretion.

In connection with the Service, you may be able to publicly post content (“Content”), such as a review, comment, or testimonial. Your Content must comply with these Terms and applicable laws, including intellectual property, privacy, and defamation laws. Company is under no obligation to review or remove Content but reserves the right to do so, including for violation of these Terms or any applicable law. You will continue to own your Content until there is an agreement otherwise through the Service. However, by using the Service, you grant to Company a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, irrevocable (unless Content has not been used or published), transferable, assignable, and sub-licensable license and right to use, copy, display, modify, publish, edit, and create derivative works from your Content in any media and for any purpose, including for marketing, even if these Terms are terminated, to the extent allowed by any data protection or other applicable laws. You represent that your Content, including any testimonials about the Service, is accurate, non-misleading, and authorized and that you have the right and authority to grant the license stated above.

‍Third-Party Content

‍Third parties are entirely responsible for their websites, content, information, actions, goods, and services (“Third-Party Content”). Company shall not be responsible or liable for any Third-Party Content, or for any loss or damage resulting from your reliance on the same. Company does not recommend, sponsor, or approve of Third-Party Content, regardless of whether Third-Party Content is linked from or used by the Service. Company does not have control over, endorse, or guarantee the usefulness or accuracy of Third-Party Content. Moreover, Company strongly advises you to read the terms and conditions and privacy policies of any third-party websites that you visit; you may be required to consent to those terms when you are redirected from the Service.

‍Disclaimers and Limitations of Liability

‍YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND COURSE OF PERFORMANCE. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL (I) BE UNINTERRUPTED, SECURE, SAFE, RELIABLE, AVAILABLE, OR FREE FROM ERRORS, INACCURACIES, VIRUSES, HARMFUL COMPONENTS, OR UNAUTHORIZED ACCESS; (II) MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR (III) PROVIDE YOU WITH THE BEST OFFER OR ANY PARTICULAR RESULT.  THERE IS NO PROMISE OR GUARANTEE THAT COMPANY WILL WORK WITH YOU OR ACQUIRE YOUR BRAND OR THAT YOU WILL OBTAIN MONEY FROM THE SERVICE.COMPANY AND COMPANY ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (II) THIRD-PARTY CONTENT OR CONDUCT; (III) PERSONAL INJURY, PROPERTY DAMAGE, OR EMOTIONAL DISTRESS; (IV) UNAUTHORIZED ACCESS TO, USE OF, OR ALTERATION OF YOUR CONTENT OR TRANSMISSIONS; OR (V) ANY QUOTES, GOODS, SERVICES, OR RESULTS YOU MAY OBTAIN IN CONNECTION WITH THE SERVICE. THE TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS SHALL BE $500 OR THE AMOUNT YOU HAVE PAID COMPANY IN THE PAST 12 MONTHS IF GREATER.THIS SECTION APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHETHER THE CLAIM IS BASED ON CONTRACT, TORT, NEGLIGENCE, WARRANTY, STRICT LIABILITY, OR ANY OTHER BASIS, REGARDLESS OF THE THEORY, EVEN IF COMPANY HAS BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN THAT SUCH CLAIM OR DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. IF YOU ARE DISSATISFIED WITH THE SERVICE OR THESE TERMS, YOU SHOULD IMMEDIATELY STOP USING THE SERVICE.

Some jurisdictions do not allow certain warranty exclusions or limits of liability, such as the limitation of liability for consequential or incidental damages, so the limitations above may not apply to you. No part of the Service should be construed as an offer to anyone to whom such an offer cannot be legally made.

‍Prohibited Activities

‍By using the Service, you agree to not: (i) provide false, misleading, or inaccurate information; (ii) violate any applicable law or our or third-party rights; (iii) copy (other than making limited copies of your activity for your personal use), duplicate, sell, modify, reverse-engineer, decompile, distribute, or exploit any part of the Service, or reduce to a human-perceivable form any of the source code used by Company, without prior express written permission; (iv) engage in any “scraping” or use any “robots,” “spiders,” “offline readers,” or artificial intelligence to collect information; (v) impose an unreasonable load on our infrastructure; (vi) upload viruses, worms, or other software agents; (vii) probe, scan, or test the vulnerability of the Service or any associated system; (viii) use the Service for any commercial purpose or solicitation without prior express written permission; (ix) impersonate a third party or misrepresent your affiliation with any party; (x) interfere with the proper working of the Service; (xi) compromise or decipher any transmissions to or from the servers running the Service; (xii) bypass measures used to prevent or restrict access to the Service; or (xiii) use the Service in any manner that is unauthorized or inconsistent with the intended use of the Service, or access any data not intended for you.

‍Consent to Communications

‍By using the Service, you expressly consent to receive electronic and other communications from Company, over the short term and periodically, regarding the Service, your activity, and offers and information that may be of interest to you. For more information about the types of communications you may receive and how to opt out of marketing communications, see our Privacy Policy.

‍Availability, Errors, and Inaccuracies

‍Company’s website may provide content, such as blog posts and news articles, that is for informational and background purposes only. While we are constantly updating the Service, we may experience delays in updating information on or related to the Service, and information found on the Service may contain errors or inaccuracies and may not be complete or current. While Company reserves the right to remove content from the Service, such as for errors, it does not assume any obligation to do so and disclaims any liability for failing to do so. Company reserves the right to change or update information at any time without prior notice, including to correct errors or inaccuracies.

‍Termination

‍Either Party may terminate these Terms at any time without notice. Upon termination, Company will cease providing you with and you will immediately cease accessing and using the Service. To the extent allowed by applicable laws, we may terminate or suspend any access to or use of the Service without prior notice in our sole discretion for any reason at any time, including for violation of these Terms or applicable laws. We will provide notice and an opportunity to resolve violations that are non-material or where required, provided it does not impede fraud prevention or legitimate interests of Company or third parties. You may appeal a suspension or termination decision by contacting us. All provisions of the Terms that by their nature should survive termination shall survive, including but not limited to the arbitration agreement and class-action waiver, intellectual property provisions (other than your license to use the Service), warranty disclaimers, limitations of liability, defense and indemnity provisions, prohibited activities, and miscellaneous terms.

Modification

‍We reserve the right, in our sole discretion, to modify these Terms at any time by posting a new version via the Service or by other notice to you, and any material modifications will not take effect until 30 days thereafter. By continuing to access or use our Service after any modifications are posted, you agree to be bound by the modified terms; if you do not agree, you are no longer authorized to use the Service and will be bound by the prior terms.

‍Defense and Indemnification

‍To the maximum extent permitted by law, you shall defend, indemnify, and hold harmless Company and Company Entities from and against any and all Claims arising out of or related to your use of or access to the Service, your Content, or your violation of these Terms or any applicable law. This section does not apply if, under applicable law, the claim was not caused by your culpable breach of contract, negligence, or misconduct or omission.

‍DMCA Notice and Copyright Infringement Claims

‍If you believe the Service contains content that infringes on your copyright, please submit a notification to us pursuant to the Digital Millennium Copyright Act (“DMCA”) with the following information in writing (see 17 U.S.C §512(c)(3)): an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest; a description of the copyrighted work that you claim has been infringed, including the URL/location where the copyrighted work exists or a copy of the copyrighted work; identification of the URL or other specific location on the Service where the material that you claim is infringing is located; your address, telephone number, and email address; a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. We will respond as authorized, such as by taking down violative content, and may provide a copy of your notice to the pertinent user. If you believe we removed your content in error, you may file a counter-notice pursuant to the DMCA with the following information in writing: a clear description of the material and prior location; a statement that you consent to the jurisdiction of the federal district court for the district where you reside and that you will access service of process; your contact information; and a statement signed by you under penalty of perjury that you have a good faith belief the content was removed as a result of mistake or misidentification. If you are unsure about your rights, you should contact an attorney. You may be liable for costs and fees for misrepresentative submissions. If you are a repeat infringer, we may terminate your access to the Service under a repeat infringer policy.

‍Miscellaneous Terms

‍These Terms constitute the entire agreement between the Parties as to the matters outlined in these Terms and supersede any prior agreements, provisions, or understandings. These Terms do not create any agency, partnership, employer, or joint venture relationship between you and Company or between Company and any third party. A waiver under these Terms must be in writing to be effective, and waiver of any term or breach will not waive that term or any later breach. Neither Party shall be liable for any event beyond that Party’s reasonable control, such as a war, pandemic, epidemic, natural disaster, government order or regulation, explosion, fire, strike, act of God, or other force majeure event. These Terms will be binding upon and inure to the benefit of the Parties and their permitted successors and assigns. You may not assign or transfer your rights or obligations under these Terms without the prior written consent of Company. There are no third-party beneficiaries under these Terms except Company Entities. If any provision of these Terms is ruled to be invalid or unenforceable, the remainder of the Terms shall continue to be valid and enforceable, and to this end these Terms are severable.

‍Contact Us

‍If you have any questions or complaints about these Terms or the Service, please contact us at , by visiting our Contact Us page, or by writing to us at 4438 Muhlhauser Rd. Suite 200, Hamilton, OH 45011