Terms of Service
Contents of these Terms
- Acceptance of these terms
- The services we provide
- Eligibility to use this site
- Accounts and credentials
- Project engagements and statements of work
- Fees, invoicing and payment
- Client responsibilities
- Intellectual property
- Licenses we grant and receive
- Acceptable use of our systems
- Availability and downtime
- Warranty and disclaimer
- Holding we accept in our work
- Client indemnification
- Data and privacy in service
- Cancellation, suspension and termination
- Changes to these terms
- General and governing law
- Contacting our team
1. Acceptance of these terms
These Terms of Service form the agreement between you and Vital Rhythms Wellness LLC, a company with its principal studio at 8776 S Sunridge Dr, Sandy - 84093-7000, United States (US). By browsing this website, sending us a message, booking a consult or entering a project agreement, you accept these terms as they read today.
If a particular statement in a signed contract differs from what appears on this page, the signed contract governs the work that contract covers. This page establishes the shared baseline of good faith, responsible conduct and clear communication that we expect from everyone at the table.
Please read these terms in one sitting. They are written to be readable rather than buried in fine print, and they answer the questions that most people ask before a health technology engagement begins.
2. The services we provide
Vital Rhythms Wellness LLC offers professional services in computer systems design and related technical fields. Our work includes wellness app development, heart-rate analytics platforms, booking and scheduling systems, wearable data integration, client portal design and health content systems, together with the consulting, prototyping, hosting, maintenance and support that surround those builds.
The exact scope of any assignment is fixed in a written statement of work or proposal before meaningful work begins. That document names the deliverables, the milestones, the assumptions, the fees and the time frame so that both sides share one picture of the outcome.
As a specialized design studio rather than a general software vendor, we choose projects we can serve with genuine depth. We may decline or refer work that falls outside our lane, and this transparency protects every client from a half-hearted match.
Each engagement is sized to the practice behind it. A solo practitioner who coaches runners receives a lean tool, while a multidisciplinary clinic receives a system with roles, audit eyes and integrated automation. The statement of work reflects that scale so nobody pays for gears they will never turn. Our studio also provides discovery style workshops when a practice is not yet certain which tool it needs, and those early sessions frequently reveal a direction the initial note never considered.
3. Eligibility to use this site
This website is available to adults who can enter into a binding agreement and who act within the law of their own region. By using the site you confirm that you meet these requirements and that the details you share with us are accurate and current.
When you represent a practice, a studio or a provider organization, you confirm that you hold the authority to act on its behalf. If your authority changes, you will tell us promptly so that our records reflect reality rather than assumption.
The site is not directed to children, and the standard services are intended for adult specialists. A child may interact with content only under the supervision and authority of a responsible adult.
4. Accounts and credentials
Where our tools or client portal offer an account, the account holder is responsible for keeping its password secret and for every action that the credential authorizes under their own control.
Shared staff accounts are avoided by design so that each person can be held responsible cleanly. If a password is lost, suspected or shared without authority, the practice should notify us at once so we can rotate credentials and review the trace.
You agree not to attempt to reach another person account, to probe a part of the system you are not meant to see or to run automated collection against our services without written permission. Faithful use keeps the whole health lane trustworthy.
5. Project engagements and statements of work
Real projects begin with agreement, not with assumptions. A statement of work records the aims, the boundaries, the schedule, the fee basis and the acceptance criteria that let both teams measure success together.
We build in visible phases with review points after each phase. When the shared picture changes, we add an amendment describing the effect on time and price before we alter direction. Discipline here prevents the silent drift that spoils many software efforts.
Deliverables are handed over when they pass the acceptance checks written into the agreement. Residual items that fall out of a phase are tracked in a shared list, and the client decides which deserve a follow-up scope.
6. Fees, invoicing and payment
Fees are stated clearly in the proposal or statement of work before any pre-workshop commitment. We price honestly for the value we deliver and give notice before any estimate changes.
Invoices are issued on the schedule the agreement names, usually at defined milestones or on a monthly cadence for retained support. Payment is due within the window shown on each invoice unless the parties agree otherwise in writing.
Late payment may pause active work while the invoice stays open, and we give fair notice before any pause. Payment is made through the channels we authorize, and we never ask a client to wire funds to a personal account.
7. Client responsibilities
A healthy project needs a healthy partner. You agree to give us accurate information, timely answers and access to the people and systems a phase requires.
- Naming a qualified contact who can make decisions and answer questions through the build.
- Providing coherent content, brand assets, credentials and test accounts when a milestone depends on them.
- Reviewing each deliverable within the window we agree so the rhythm of feedback stays steady.
- Confirming that you hold the rights to any third party content you place into a project.
- Running the training and rollout steps that keep a system alive after launch.
Delays on the client side can stretch a schedule, and when that happens we discuss the ripple honestly and reset the calendar rather than hide behind fine print.
8. Intellectual property
Original material we create for a project, including software, interfaces, documentation and design, is delivered under the terms of the written agreement. For custom builds, ownership of the custom deliverable passes to the client once full payment clears, subject to the reserved rights below.
We retain ownership of our studio methods, reusable libraries, tooling and any general know how we develop outside a specific client deliverable. Those building blocks come along to every build without dragging one client project into another.
Nothing in these terms transfers ownership of a trademark, a patent or the underlying roots of a public product unless a contract says so in plain words.
9. Licenses we grant and receive
Where we host a platform under a subscription, we grant the practice a non-exclusive right to use the hosted software for its lawful business during the term, together with reasonable backups and access needed for ordinary operation.
You grant us a limited permission to display, store and process the content you place in a project solely to run the service, to keep it secure and to improve the experience you rely on. That permission ends when your agreement with us ends and your data is returned or deleted.
For content libraries, frameworks or licensed tools we purchase from a third party on your behalf, that third party terms also apply and will be shared with you before purchase.
10. Acceptable use of our systems
You agree to use our website and hosted platforms for lawful and intended purposes only. Conduct we regard as unacceptable includes the following examples.
- Introducing malware, viruses or harmful code through our interfaces.
- Attempting to break, overload or bypass the security controls of our systems.
- Using the platforms to harass, defame or stalk a person.
- Storing or streaming content that breaks the law of the regions where it is served.
- Scraping, mining or reselling the content of our site or a hosted practice area without permission.
- Misusing wellness signals to discriminate against a patient in a way the law forbids.
If we see a violation, we may suspend access promptly, notify the responsible party and cooperate with law enforcement where harm warrants it.
11. Availability and downtime
We aim for dependable, quiet operation. Hosted platforms run on redundant infrastructure, and our team watches telemetry so most issues are caught before a user feels them.
From time to time a system needs planned maintenance. We schedule that work at off peak hours where possible and publish notice ahead of time for practices that rely on the tool during business hours.
Neither party is liable for failures caused by events beyond reasonable control, such as a data center outage or a public network failure, so long as repair work restarts as soon as the event clears.
For hosted platforms we publish a small status area and keep response guides so an issue can be reported without digging. Incident summaries are written afterwards in plain language that names the cause, the duration and the preventive change. Practices value this openness because it turns an outage into a lesson rather than a grudge. Indicators of a struggling service are visible before most users complain, and our telemetry lanes surface latency or error drift quickly.
12. Warranty and disclaimer
We perform professional services with reasonable skill, care and honesty in line with the standards of the systems design industry. Custom deliverables will materially meet the acceptance criteria written in the agreement.
The website and affiliated background materials are offered as is and as available. We do not warrant that any page, tool or hosted service will be free of interruption, error or harmful code, and we make no promise of results, revenue or clinical outcome from use of any system.
No reading on a health platform replaces clinical judgment. Practices and patients remain responsible for decisions made from any report, and our tools aim to inform rather than to govern health choices.
Our intent is always to confirm what works and to fix what does not within reason. A warranty claim must be raised in writing within the window the agreement names, and it must include enough detail for our team to reproduce the fault. Nothing in this disclaimer removes statutory rights that a consumer law grants and that cannot be waived by contract.
13. Holding we accept in our work
To the fullest degree the law permits, our total liability arising from a project or from use of this site will not be more than the fees the client paid to us for the specific service giving rise to the claim in the twelve months before the incident.
This limit is not a license to be careless. It exists because professional software work carries unknowable downstream paths, and no studio can honestly promise a clean result across every future integration. Realistic caps keep pricing fair for everyone and encourage both sides to protect critical steps with sensible backups and testing rather than relying on a distant courtroom. When a genuine error harms a deliverable despite our care, we stand behind the work and fix it at our cost within a reasonable window before any payment dispute begins.
Neither party will be liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, even when warned of the possibility of such loss. This boundary lets both sides plan risk and price honestly.
Liability is not limited for harm caused by our negligence that physical law will not allow to be waived, including cases of fraud or willful misconduct.
14. Client indemnification
To the extent the law allows, you agree to defend, hold harmless and compensate Vital Rhythms Wellness LLC for claims that arise from content you place into a project, from your breach of these terms, or from your unauthorized use of a deliverable after handover.
Our expectation of this protection does not relieve us of responsibility for harms that flow from our own faults. The clause simply keeps liability with the party whose actions created the claim.
At our side, we will give you prompt notice of any claim we ask you to defend, and we will not settle a claim in a way that admits fault on your part without your written approval.
15. Data and privacy in service
Our handling of personal information is governed by the Privacy Policy on this site. Where we build or host a platform that stores personal data, we act as the processor under the practice direction, and the practice controls the purposes.
At the close of an agreement, we return usable client data in an agreed format or delete it on a timetable, keeping only records that law obliges us to preserve. A client may choose either return or deletion before the end date.
We never mine client data for our own marketing, and we never train a general model on a practice private records. Those boundaries are written into our processing agreements as well as this page.
16. Cancellation, suspension and termination
Either party may close a project in advance by written notice when the relationship stops serving its purpose. Work completed before the notice is billed fairly, and tools already handed over stay with the paying client under the license granted for them.
We may suspend access with notice if a client fails to pay, breaches acceptable use or acts in a way that endangers the system or a third party. Suspension lifts when the cause is cured.
Termination does not cancel fees earned before the closing date, and the sections of these terms that should survive, including ownership, confidentiality and liability limits, continue to apply after the end.
17. Changes to these terms
We update these terms as our services and the surrounding law evolve. When a change is meaningful, we post a new effective date near the top of this page and note the shift in a visible sentence.
Substantive updates that affect an active hosted agreement are announced to the affected practices by email ahead of the effective date. Continued use after an effective date signals acceptance of the revised terms.
If you disagree with a revised version, you may end the affected service before it takes effect and complete any exit defined in your agreement.
18. General provisions
These terms are governed by and interpreted under the laws of the State of Utah, United States, without regard to conflict of law rules. The courts of Salt Lake County have exclusive jurisdiction over disputes that arise from this site or from a project unless the parties agree otherwise in an individual contract.
If any provision of these terms is found unenforceable, the remainder stays in effect, and the void part is rewritten to match the original intent where that is possible.
Our silence over a delay or a breach does not waive our rights, and both parties remain free to enforce the agreement at a later moment. Headings exist only to guide the reader and carry no legal weight.
19. Contacting our team
Questions about these Terms of Service are welcome at any time. Write to ask@vitalrhythms.buzz, call the studio at +15709735697, or send postal mail to Vital Rhythms Wellness LLC at 8776 S Sunridge Dr, Sandy - 84093-7000, United States (US).
A short note describing your question helps us route it to the correct teammate, and we answer ordinary inquiries within a few business days.
We thank you for reading, and we look forward to the calm, capable work we can do together for the people your practice serves.