These Terms of Service, which we'll refer to simply as the "Terms," set out the rules by which you may use our Services. The Terms explain how our Services work and provide you with a list of the "dos and don'ts" when using them. These Terms are more than just rules, though – they form a legally binding contract between us and you that you accept when clicking on the box marked "I agree" continue using the Services. If you have any questions, please don't hesitate to contact us at [info@vitas-labs.com]. 

1. Key Terms 

   1. We are ViTAs Labs Ltd. and we'll refer to ourselves as "ViTAs," "us," "our," or "we." Our offices are located at Graziani 4, Tel Aviv, Israel, and our registration number is 516714292. 

   2. When we use the term "you," we mean anyone using our Services. If you are registering for the Services on behalf of a company or organization, including by entering into an Order Form referencing these Terms, the term "you" is also meant to refer to that company, where it makes sense from the context. When we mean to refer only to your company, we'll use the term "Customer".

   3. If the Customer with which you are associated has signed a separate agreement with us to use our Services, we'll refer to that agreement as the "Customer Agreement." If there is a conflict between these Terms and a separate Customer Agreement, the terms of the Customer Agreement will override these Terms. If you are entering into these terms on behalf of a Customer, these Terms shall be considered the Customer Agreement. [ViTAs: Please confirm that some customers will still sign Order Forms that may refer to these Terms.]

   4. When we refer to our "Solution," we mean ViTAs's virtual reality application for elite athletes and coaches and when we refer to our "Services," we mean any services available through the Solution.

2. Privacy. When you use our Services, we collect Personal Data (as defined in the Privacy Notice) about you. Check out our Privacy Notice at [add hyperlink to PN] for details about the types of Personal Data we collect, what we do with it, the security measures we use to keep it safe, and the rights you have regarding your Personal Data.

3. Changes to these Terms. We may update these Terms from time to time and will post the updated version on this page with the date it was published. Please check this page occasionally to make sure you're aware of the Terms that apply to you. We will endeavor to notify you if we make any material changes before the updated Terms take effect. If you continue to use our Services after we update the Terms, that means that you agree to and accept the updated version.

1. Subject to these Terms and the Customer Agreement, ViTAs allows the Customer to use the Services on a non-exclusive basis for the Customer's internal business purposes and allows you to use the Services solely in connection with the relevant Customer, if applicable.

2. Through the Solution, coaches or trainers ("Coach") will be able to create and manage accounts for "Players". A Coach can create exercises and assign specific exercises to individual Players or groups of Players. The Players' progress will be tracked through the Solution and will be available for the relevant Coach and Player to view.

1. The Solution is only accessible through a registered account. Accounts may be designated as Coach or Player accounts. Based on the designation of the account, different features may be available.

2. Subject to applicable law, ViTAs may refuse to open an account for any individual or entity at its sole discretion and/or limit the number of Coaches and/or Players the Customer may register.

3. You agree to notify us immediately of any unauthorized use of your account. You are solely responsible for all activity on your account, even if that activity was not actually performed by you. To the fullest extent permitted by applicable law, ViTAs will not be responsible for any losses or damage arising from unauthorized use of your account. While we reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the Services, we cannot guarantee that we will learn of or prevent any inappropriate use of the Services.

1. ViTAs offers different plans to suit your needs. Upon registration, you can choose the plan that best fits your needs. Different plans offer different features and scopes, which are all described in detail on our website at [https://www.vitas-labs.com/plans-pricing]. If you wish to change your plan, your new plan will take effect starting the following month. ViTAs may modify or discontinue the Services and plans at any time, however, we will notify you of any material changes that may affect you.

2. Fees. In exchange for using our Services, the Customer agrees to apply ViTAs either (a) the fees specified in the relevant Order Form it has entered, if any, or (b) the fees specified on the website in accordance with the plan for which it has registered. Payment shall be made in accordance with the payment terms listed on the Order form or website, as applicable. Late payments bear interest at the rate of 1% per month. Except as expressly provided in these Terms, fees, including prepaid fees, are non-refundable.

3. Taxes. Where applicable, taxes, including VAT, may also be charged. If payments are subject to tax withholding, the amount to be withheld will be added to the fees charged. 

4. Third-Party Processors. If you are directed to a third-party payment processor, you may be subject to terms and conditions governing the use of that service. Please review the payment processor's terms and conditions and privacy notice before using such services.

To the extent that your purchase of a subscription plan is subject to the Israeli Consumer Protection Law, 5741-1981 ("Consumer Protection Law"), you may cancel such purchase in accordance with and subject to the provisions of the Consumer Protection Law:

1. Cancellation may be done by notifying us in person or by registered mail at our offices at Graziani 4, Tel Aviv, Israel, by phone at [_________], by e-mail at [_________], or by way of the Solution. Requests for cancellations must include your name, identification number, and contact information.

2. Transactions may be cancelled within 14 days of the date on which the transaction was affected or the date on which a notice containing details of the transaction was received, whichever is later, whether or not the provision of the service has commenced. Following the processing of your request, ViTAs will provide you with a copy of a billing cancellation order. Transactions made by a disabled person, a senior citizen, or a new immigrant ('Oleh Hadash'), as defined in the Consumer Protection Law, which transactions included a conversation between you and us (including via electronic communication) may be cancelled within four (4) months from the later of the date on which the transaction was effected or the date on which a notice containing details of the transaction was received. In order to cancel such a transaction, you may be required to present us with a document indicating that you are, as applicable, a disabled person, a senior citizen, or a new immigrant, as specified in the Consumer Protection Law.

3. If the transaction is cancelled due to any discrepancy between the applicable service and the information we provided to you prior to the transaction, due to non-provision of the applicable service on the date stated in the order confirmation, or due to any other breach of contract by us, we will, within 14 days of receipt of your cancellation request, refund the portion of the transaction fee you have already paid, cancel your charge with respect to the transaction, and provide you with a copy of a billing cancellation order.

4. ​If you cancel the transaction for any reason other than the foregoing, we will, within 14 days of receipt of your cancellation request, refund the portion of the transaction fee you have actually paid, cancel your charge with respect to the transaction, and provide you with a copy of a billing cancellation order. Furthermore, we are permitted to charge a cancellation fee of 5% of the transaction price or NIS 100, whichever is lower. Please note that if you have already used the services prior to their cancellation you will be charged for your relative use of such services.

1. You may not do or attempt to do or allow a third party to do any of the following: (1) decipher, decompile, disassemble, or reverse-engineer any of the code or software used to provide the Services, including framing or mirroring the Services; (2) copy, modify, or distribute the Services in any manner not permitted by these Terms; (3) circumvent or interfere with security-related features of the Services or features that restrict unauthorized use of or access to any Content (as defined below); (4) use any robot, spider, site search or retrieval application, or any other process to retrieve, index, and/or data-mine the Content or circumvent the navigational structure of the Services in any other way; (5) use another's account without permission; (6) remove, alter, or conceal any copyright, trademark, service mark or other such notices incorporated in the Services; and (7) use the Services in any manner not permitted by applicable law, including all applicable export laws and regulations to (re)export the Services and/or any related materials in violation of such laws or use in countries subject to sanctions under applicable law.

2. You may not use our Services if doing so is unlawful. We will cooperate with any law enforcement authorities or court orders requesting that we disclose the identity, behavior, or User Content (as defined below) of anyone believed to have violated these Terms or to have engaged in illegal behavior in connection with the Services.

1. Our Representations. We represent that ViTAs is organized under applicable law, has the ability to enter into and perform its obligations under these Terms, and doing so does not conflict with any of our commitments to any third party nor with any applicable legal obligation. We will use commercially reasonable efforts to provide our Services faithfully, diligently, and in accordance with the standard practices in our industry.

2. ​Your Representations. By accepting these Terms, you represent that: (a) you have the ability to form a binding contract; (b) your use of the Services will not violate any applicable law or any obligation you have to a third party; (c) all the registration information you submit is and will remain truthful and accurate; (d) you have all necessary rights, consents, and licenses needed to provide any User Content that you provide; (e) the User Content is compliant with applicable law and does not infringe on the intellectual property, privacy, publicity, moral, or any other rights of any third party; and (f) our use of your User Content as allowed under these Terms will not cause us to infringe on the rights of any third party. You also undertake that you will use the Services in compliance with applicable law at all times, including all applicable export laws to ensure that neither the Services nor any related materials are unlawfully exported.

3. Customer Representations. If you are registering on behalf of the Customer, you further represent that you are authorized to bind the Customer to these Terms. You also represent that the Customer is duly organized under applicable law, it has the authority to enter into these Terms, and that by doing so and using the Service, it will not be in conflict with any obligations it has to any third party or any legal requirement.

1. We handle the Personal Data of the individual registering the Customer account as a data controller and use that Personal Data as outlined in our Privacy Notice. When we process the Personal Data of the Customer's users (Coaches and Players), the Customer serves as the controller of this Personal Data and we serve as a data processor on its behalf. In such case, the data processing agreement available at [https://www.vitas-labs.com/dpa] ("DPA") will be considered a binding part of these Terms and will govern our relationship with regard to this Personal Data. You agree to comply with your obligations as a controller under applicable law. Note that in cases where a Coach has registered a Customer account, we will serve as a controller over that user's Personal Data.

2. If you provide us with any Personal Data about other users of the Customer's account, such as information provided by a Coach in order to register Players, you represent that: (i) you have provided all necessary notices and have, and will maintain all necessary rights and legal bases required under applicable law to provide ViTAs with the Personal Data of such individuals in order to allow ViTAs to process and share such data in order to provide the Services all as detailed in ViTAs's Privacy Notice and the DPA; (ii) you will maintain a record of such legal bases, as required under applicable law; and (iii) you will not provide ViTAs with any sensitive or other categories of data that are subject to additional protections under law, such as data regarding children, finance, and health.

1. Our Property. We retain all worldwide intellectual property rights, title, and interest in our Solution, our Services, including its overall appearance and any text, graphics, designs, videos, interfaces, and underlying source files of the Services, any Content we provide, and our name, trademarks, and logos. In some cases we have obtained the right to use certain elements from others as part of our Services and in that case, those elements are owned by their respective owner/s. Even though we're allowing you to use our Services, that doesn't mean that we're transferring ownership or any other rights to you or that we're allowing you to use our name, any trademarks, logos, or similar property as your own.

2. Your Property. When you provide User Content through the Services, that content remains yours. By providing User Content, you do allow us to use it in connection with the Services, including copying, modifying, and preparing derivative works of it where necessary in order to provide the Services. In addition ViTAs may collect, use, store, and aggregate data derived from your use of the Services, which may include User Content, in order to analyze, improve, and optimize our Services. If you provide us with any feedback regarding our Services, you agree that we may use it and share it freely. 

1. Definitions. We may provide certain materials, such as images, videos, and reports through the Services and may also allow you and other users to provide certain types of material, such as images, photos, pictures, videos, exercises, training programs, reports, and feedback. "User Content" means materials you provide, and "Content" means any content available through the Services, including User Content that may be provided by other users.

2. User Content Restrictions. You are and shall remain at all times fully and solely responsible for any User Content that you provide. You may not provide any User Content or act in any way that: (i) violates the legal rights of others; (ii) infringes the intellectual property, moral, publicity, privacy, or other rights of any third party; (iii) is (or you reasonably believe or should believe to be) in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity; (iv) in breach of any applicable laws, rules, or regulations; (v) contains material we reasonably determine to be offensive, including that which promotes, hate, violence, or discrimination; (vi) constitutes a harassment or threat; (vii) contains obscene material; and/or (viii) contains any virus, worm, trojan horse, or other harmful or disruptive component.

1. You agree to indemnify, defend, and hold harmless ViTAs and its directors, officers, employees, subcontractors, and agents from and against any claim, damage, or loss, including reasonable court costs, attorneys' fees, and any fines that may be incurred, that arise directly or indirectly from your: (a) breach of these Terms, including any of your representations or warranties, whether by you or by anyone using your account or device, and whether or not that use was authorized by you; (b) use or misuse of the Services; (c) violation of any law or regulation, including breach of applicable data protection laws; and (d) infringement of any right of any third party.

2. We agree to indemnify, defend, and hold you harmless from and against any claim, damage, or loss or loss, including reasonable court costs, attorneys' fees, and any fines that you may incur in connection with any actual or threatened claim, demand, action or other proceeding by any third party arising from or relating to a claim that the Services, as delivered, infringe any patent or copyright or misappropriate any trade secret, provided however, that we shall have no responsibility or liability for any claim to the extent resulting from or arising out of (a) the use of the Services not in compliance with these Terms or applicable law; (b) the combination of the Services with any services that we did not provide; (c) the modification of the Services by any party other than us; or (d) the use of any version of the Services that is not the most up-to-date version. 

3. Either party claiming indemnification under this Section ("Indemnitee") shall: (i) provide the other party ("Indemnifying Party") with written notice of a claim promptly upon becoming aware thereof; (ii) allow Indemnifying Party to control the defense and settlement of the claim, provided that no settlement may be entered into without the consent of Indemnitee if such settlement would require any action on the part of Indemnitee and further provided that Indemnitee may engage its own counsel at its own expense; and (iii) reasonably cooperate with Indemnifying Party, at Indemnifying Party's expense, in the defense and settlement of the claim. 

1. DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS. OTHER THAN THE WARRANTIES MADE EXPLICITLY IN THESE TERMS, WE DO NOT MAKE ANY ADDITIONAL WARRANTIES (IMPLIED, STATUTORY, OR OTHERWISE) ABOUT THE SOLUTION, SERVICES OR ANY CONTENT, INCLUDING WITHOUT LIMITATION THAT THE SERVICES WILL BE OF GOOD QUALITY, USEFUL FOR YOUR SPECIFIC NEEDS OR ANY PARTICULAR PURPOSE, ACCURATE, ERROR-FREE (OR THAT ERRORS WILL BE CORRECTED), SAFE, RELIABLE, SECURE, COMPLETE, NON-INFRINGING, OR THAT THE SERVICES WILL BE PROVIDED IN A TIMELY MANNER. 

2. Third Parties. We cannot control the functionality of services provided by third parties and assume no responsibility for any telephone or network line failure or interruption, or traffic congestion on the internet or on the Services themselves. We cannot control the actions of bad actors and do not guarantee that we will successfully prevent unauthorized access to or alteration of the Services.

3. Users. We cannot anticipate or control the actions or inactions of anyone else, including our clients, users, or unauthorized users. Therefore, WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF ANY AND ALL USERS (INCLUDING UNAUTHORIZED USERS), THAT ARE NOT SOLELY DUE TO OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

4. User Content. User Content comes from sources outside of our control, we take no responsibility for the accuracy, usefulness, safety, appropriateness, or non-infringement of any User Content; your use of any User Content is at your own risk. We do not endorse any opinions or recommendations expressed in any User Content. We have no obligation to display or maintain any User Content and may remove it without notice to you and for any reason.

5. Disclaimer of Responsibility for Training and Exercises. As detailed above, a Coach can create exercises and assign specific exercises to individual Players or groups of Players. Any such exercises shall be considered User Content. ViTAs disclaims all liability and responsibility for any such trainings or exercises offered through the Solution. Each Player is solely responsible for ensuring that he or she is healthy and physically capable of performing any trainings or exercises accessed through the Solution. It is strongly recommended that Players consult with a qualified healthcare professional before beginning any new training or exercise program. ViTAs expressly disclaims any liability for injuries or health problems that Solution result from following any training or exercise programs available through the Services.

6. Data Retention. We are not a data retention service. It is your sole responsibility to back up any data you provide to us. If data you provide to us is lost or corrupted for any reason, we shall not be responsible for any damage or loss you experience if you are unable to recover that data.

7. In light of the above, you understand that using the Services entails some degree of risk. When you choose to use the Services, you do so at your sole discretion and risk. Some jurisdictions do not allow the exclusion of certain warranties and therefore some of the above exclusions may not apply to you. Check your local laws for any restrictions regarding the exclusion of implied warranties. 

1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VITAS (AND ITS OFFICERS, EMPLOYEES, OR SUBCONTRACTORS) SHALL NOT BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT VITAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

2. OUR MAXIMUM AND AGGREGATE LIABILITY UNDER THESE TERMS AND UNDER ANY CAUSE OF ACTION WILL NOT EXCEED THE AMOUNT YOU OR THE CUSTOMER, AS APPLICABLE, HAVE PAID US IN THE SIX MONTHS PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM OR CAUSE OF ACTION AROSE, IF APPLICABLE.

1. Term. These Terms will take effect when you accept them and shall continue in full force and effect until they are terminated in one of the ways described below. 

2. How to Terminate Your Account. You may request to terminate your account (and, by association, these Terms) at any time by sending an email to [info@vitas-labs.com]. We will process your request promptly after receiving your notice. 

3. Termination by an Administrator. An administrator of the Customer's account may terminate any individual Coach or Player accounts connected with the Customer's account.

4. Termination by ViTAs. We reserve the right to suspend or terminate your account (and, by association, these Terms) at any time and for any reason by providing three days' prior notice. We also have the right to suspend or terminate your account (and, by association, these Terms) immediately if: (i) the Customer Agreement is terminated for any reason; (ii) you violate the letter or spirit of these Terms; (iii) you engage in fraudulent, abusive, or illegal behavior or harass or harm other users, third parties, or our business interests; or (iv) you fail to pay any fees you are required to pay, including if you initiate a chargeback. If your account is terminated, you may not rejoin by opening a new account without our permission. If the Order Form has terms about term and termination, those will govern with regard to termination of the Customer's account.

5. ​Survival. Even if your account is terminated, you will still be bound by the sections of these Terms which, by their nature, are meant to survive termination.

During the Term, we may refer to the Customer as our customer and may display the Customer's name and logo on our website and in other marketing materials.

Neither party will be liable for any default or delay in its performance of its obligations under these Terms to the extent caused by a natural disaster, act of God, act of war or terrorism, riot, third-party labor strike, pandemic, or other similar occurrence beyond its reasonable control, provided that the affected party makes all reasonable efforts to comply with its obligations despite the occurrence. The affected party shall, as soon as reasonably practicable, notify the other party of the occurrence. It is clarified that payment obligations hereunder may be delayed due to a force majeure event but will not be excused.

To provide an official notice in accordance with these Terms, either we or you may send a notice by courier, registered mail, or by email to the addresses we provide each other. Either party may assume its notice has been received one after: (1) business day following delivery by courier, four (4) business days following delivery by registered mail, and one (1) business day after email transmission.

These Terms constitute the entire agreement between us and you regarding our Services, and any and all other agreements existing between us regarding the Services are hereby terminated. We may assign our rights and obligations in these Terms to any third party. You may not assign any of your rights or obligations in these Terms to anyone else and any attempt to do so will be void. If either party waives any rights regarding any breach or default of these Terms, that waiver shall not be deemed to waive any other breach or default. The courts in the State of Israel shall have exclusive jurisdiction over any disputes regarding these Terms. The laws of the State of Israel shall govern these Terms without regard to the United Nations Convention on the International Sales of Goods. In the event that a court rules that a provision of these Terms is unenforceable, that provision shall be replaced with an enforceable provision which most closely achieves the effect of the original and the remaining terms of these Terms shall remain in full force and effect. Nothing in these Terms creates any agency, employment, joint venture, or partnership relationship between us and you, and nothing in these Terms enables you to act on our behalf.