Terms and Conditions

Thank you for visiting Vili Foods’ website (the “Site”).  When you purchase or use Vili’s products or services (our “Services”), you are agreeing to our Terms and Conditions below.  If you do not agree or are not comfortable with any part of these Terms and Conditions, do not use our Services.  If you have any questions about these Terms and Conditions, you can contact us at hello@vilifoods.com.

Introduction

These Terms and Conditions, including our Privacy Policy, govern your purchase and use of our Services and any features, functionality, text, videos, graphics, or other information appearing on or available from our Services or the www.vilifoods.com website (the “Content”).  Your access to and use of the Services and Content are expressly conditioned on your compliance with these Terms and Conditions.  By accessing and using the Services and/or Content, you agree to follow and be bound by the following terms and conditions concerning your use of the Services and/or Content (“Terms of Use”) and all applicable laws.  These Terms of Use affect your legal rights and obligations. If you do not agree with any of the Terms of Use, you are not authorized to access or use the Services and/or Content for any purpose.  Additional terms and conditions applicable to specific areas of the Services and/or Content may also be posted in particular areas of the Site and, together with these Terms of Use, govern your use of those areas.  These Terms of Use, together with such additional terms and conditions, where applicable, and Vili’s Privacy Policy are collectively referred to as the “Agreement.”  If any inconsistency exists between these Terms of Use and such additional terms and conditions or Vili’s Privacy Policy, these Terms of Use will be controlling.

Vili reserves the right to modify these Terms of Use, Vili’s Privacy Policy, and any other terms and conditions of the Agreement at any time without prior notice.  Your continued use of the Site following any such modification constitutes your unconditional agreement to follow and be bound by the Agreement, as modified.

Your Account

To create a Vili account, you must be 18 years of age or older.  When you create an account with us, you guarantee that the information you provide to us is accurate, complete, and current at all times.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account.  You agree to: (1) choose a strong and secure password; (2) keep your password secure and confidential; (3) not transfer any part of your account; and (4) follow the law and these Terms and Conditions.

You agree to take sole responsibility for any activities or actions under your account, whether or not you have authorized such activities or actions.  You will immediately notify Vili of any unauthorized use of your account.

Privacy

Please read Vili’s Privacy Policy for information and notices concerning our collection and use of your personal information and other user information.

Vili’s Rights

Vili reserves all of its intellectual property rights in the Services and the Content.  The Services and Content are protected by copyright, trademark, patent, and/or other laws of both the United States and foreign countries.  The Services and the Content are and will remain the exclusive property of Vili and, to the extent applicable, its licensors.

You may use the Services and the Content only for your personal and non-commercial purposes, and subject to the restrictions set forth in these Terms and Conditions.  Except as expressly provided in these Terms and Conditions, no part of the Services or Content may be copied, modified, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website, mobile application, or other medium for publication, distribution, or sale, or for any commercial purpose, without Vili’s express prior written consent.  Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Vili.  Without limitation, all recipes, formulas, and production techniques are the sole and exclusive property of Vili and nothing herein or via purchase of the products or use of the Site shall be deemed a license.

Vili will have the right to investigate and prosecute violations of any of the above, including any intellectual property infringement and security issues, to the fullest extent of the law.  Vili may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms and Conditions.  You acknowledge that Vili has no obligation to monitor your access to or use of the Services or Content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms and Conditions, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body.

We may update, change, suspend, or end our Services in our discretion or in accordance with the terms of your applicable Services Subscription Agreement.  To the extent allowed under law, these changes may be effective upon notice provided to you.

Your Information

You agree that Vili may collect, use, and disclose any personal information or other user information that you provide to us in accordance with the terms of our Privacy Policy.

Third-Party Content

The Services or Content may contain links to other websites or services that are completely independent of Vili.  Vili has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services.  Vili does not warrant the offerings of any third-party websites or services.  You are responsible for deciding if you want to access or use third-party websites or services that link from our Services or Content.

You acknowledge and agree that Vili shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, goods, or services available on or through any such third-party websites or services.

Third-party websites or services may have their own legal terms and privacy policies, and your use of them may be giving others permission to use your information in ways we would not.  Except to the limited extent that it may be required by applicable law, Vili is not responsible for these other websites and services—use them at your own risk.

Pricing and Product Availability

Vili cannot confirm the price of an item(s) until your order has been placed; however, we do not charge your credit card until after your order has entered the shipping process. While Vili strives to provide you with the most up-to-date and accurate pricing, the potential exists that some items may be mistakenly priced. Vili reserves the right to cancel any orders with no additional obligations to you, even after you receive any order or shipping confirmation notice from us. We may, at our discretion, either contact you for instructions or cancel your order and notify you of such cancellation.

Products may be limited and not always available.  All specials and promotions are while supplies last.  Vili does not issue rain checks. 

Pricing may not include applicable sales taxes.

Subscriptions and Refunds

YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME BY NOTIFYING VILI AS DESCRIBED BELOW (THE “CANCELATION NOTIFICATION PROCEDURE”).  YOU AGREE THE ONLY WAY TO CANCEL A SUBSCRIPTION IS BY FOLLOWING THE CANCELATION NOTIFICATION PROCEDURE.  YOU ALSO AGREE THAT IF YOU DO NOT FOLLOW THE CANCELATION NOTIFICATION PROCEDURE YOU MAY BE CHARGED AND BE LIABLE FOR SUBSEQUENT SUBSCRIPTION CHARGES UNTIL YOU COMPLY WITH THE CANCELATION NOTIFICATION PROCEDURE.

EACH VILI SUBSCRIPTION RENEWS AUTOMATICALLY EVERY TWO (2) WEEKS STARTING WITH THE DATE YOU SUBMIT YOUR SUBSCRIPTION ORDER.  IF YOU CANCEL YOUR SUBSCRIPTION LESS THAN THREE (3) DAYS PRIOR TO THE RENEWAL DATE, YOU WILL BE CHARGED FOR A SUBSCRIPTION SHIPMENT.  FOR INSTANCE, IF YOUR SUBSCRIPTION RENEWS ON A FRIDAY, YOU MUST NOTIFY VILI (PER THE CANCELATION NOTIFICATION PROCEDURE) ON OUR BEFORE 11:59 P.M. MOUNTAIN STANDARD/DAYLIGHT TIME (WHICHEVER IS APPLICABLE) ON THE TUESDAY JUST PRIOR TO THAT FRIDAY.

CANCELATION NOTIFICATION PROCEDURE: TO CANCEL YOUR SUBSCRIPTION, EMAIL Cancellations@VIliSmoothie.com AND INCLUDE THE NAME ASSOCIATED WITH THE SUBSCRIPTION, ADDRESS OF THE LOCATION RECEIVING SHIPMENTS FOR THE SUBSCRIPTION, AND A TELEPHONE NUMBER YOU MAY BE REACHED AT.  

Refunds

ONCE YOU SUBMIT YOUR ORDER, YOU WILL NOT BE ENTITLED TO A REFUND FOR ANY REASON.  VILI RESERVES, AND BY PLACING AN ORDER YOUT AGREE VILI HAS, THE RIGHT TO MAKE REFUNDS ON A CASE-BY-CASE BASIS AT ITS SOLE DISCRETION

Health, Food Safety, and Nutritional Information

Vili may provide health-related information on the Site.  Nothing on this Site is intended to be a substitute for professional treatment, medical advice, or diagnosis.  If you are seeking information regarding your health, medical condition, or treatment seek the advice of your physician or other qualified healthcare provider.  Your reliance on any information provided by or otherwise appearing on the Site is solely at your own risk.

Vili may provide about food preparation or handling.  This information is provided solely for informational purposes.  You agree that Vili is not, nor holds itself out to be, an expert in food handling and safety and reliance on any such information is at your own risk.  All nutritional information this Site is based on the ingredients.  Nutritional values represented are composite averages and may vary according to freshness, variety, or differences in preparation.  Any changes to the products will affect the nutritional values.

Upon delivery of all products, you are responsible for identifying and reporting any damage to the product including, without limitation, any issues with freshness of the products.  Any items that need to be refrigerated should be refrigerated immediately upon delivery.  

Other Laws and Terms

You agree to access and use the Services and Content only in a way that does not violate the law nor anyone’s rights (for example, without violating any intellectual property rights or breaching a contract).

Additional terms and conditions, including confidentiality or privacy policies, may apply to your use of the Services, including your employer’s applicable code of conduct or other employee policies.  You agree to abide by such other terms and conditions.  If there is a conflict between these Terms and Conditions and any other terms that are applicable to your use of the Services, the more restrictive terms shall control with respect to your use of the Services.

No Warranty

THE SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED.  WITHOUT LIMITING THE FOREGOING, VILI EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT.  WITHOUT LIMITING THE FOREGOING, VILI MAKES NO WARRANTY THAT THE SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.  VILI MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED THROUGH THE SERVICES OR CONTENT, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR CONTENT.

SOME LAWS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.

Exclusion of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER VILI NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES RESULTING FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT VILI HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.  YOU SPECIFICALLY ACKNOWLEDGE THAT VILI IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.  FURTHER, VILI WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD-PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM OR THROUGH THE SERVICES.

YOU AGREE THAT THE AGGREGATE LIABILITY OF VILI TO YOU FOR ANY AND ALL CLAIMS ARISING FROM THE USE OF THE SERVICES OR CONTENT IS LIMITED TO THE AMOUNTS YOU HAVE PAID TO VILI FOR ACCESS TO AND USE OF THE SERVICES, IF ANY.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN VILI AND YOU.

SOME LAWS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO SOME OF THESE LIMITS MAY NOT APPLY TO YOU.

Indemnity

You agree to defend, indemnify, and hold harmless Vili and its licensors and licensees, and their officers, directors, employees, contractors, and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Services, by you or any person using your account and password, or your violation of these Terms and Conditions or the terms of your applicable Services Subscription Agreement.

Termination

At its sole discretion and without notice, Vili, may terminate these Terms and Conditions at any time and may deny and/or terminate any person access to, or use of, all or part of the Site, including any or all of the Content.  If you violate any of these Terms and Conditions, your permission to use the Services and Content will automatically terminate.  Vili reserves the right to revoke your access to and use of the Services and Content at any time, with or without cause.

General Terms

If a court with authority over these Terms and Conditions finds any part of them not enforceable, you and Vili agree that the court should modify the terms to make that part enforceable while still achieving its intent.  If the court cannot do that, you and Vili agree to ask the court to remove that unenforceable part and still enforce the rest of these Terms and Conditions.

If Vili does not act to enforce a breach of these Terms and Conditions, that does not mean that Vili has waived its right to enforce these Terms and Conditions.

You may not assign or transfer these Terms and Conditions (or your account or use of the Services) to anyone without our consent.  However, you agree that Vili may assign these Terms and Conditions, the Privacy Policy, and your applicable Services Subscription Agreement to its affiliates or a party that acquires Vili or its assets without your consent.  There are no third-party beneficiaries to these Terms and Conditions.

You agree that the only way to provide us legal notice is at the physical mailing address provided for Vili, Inc. in the last section below.

If any term or provision of these Terms and Conditions shall be determined to be unenforceable or invalid or illegal in any respect, the unenforceability, invalidity or illegality shall not affect any other term or provision of these Terms and Conditions, but these Terms and Conditions shall be construed as if such unenforceable, invalid or illegal term or provision had never been contained herein.

These Terms and Conditions may not be modified, amended or terminated orally. No modification, amendment or termination, or any waiver of any of the provisions of this Agreement, shall be binding unless same is in writing and signed by Vili by a chief level executive.

Section titles have been set forth herein for convenience only, and they shall not be construed to limit or extend the meaning or interpretation of any part of these Terms and Conditions.

The failure of Vili to enforce at any time any provision of these Terms and Conditions shall not be construed to be a waiver of such provision, nor in any way affect the validity of this these Terms and Conditions or any part thereof or any of Vili’s rights thereafter to enforce each and every provision.  No waiver of any breach of this these Terms and Conditions shall be held to constitute a waiver of any other breach.

Changes to these Terms and Conditions

Vili reserves the right to change these Terms and Conditions and will provide you notice if we do via the Services or by some other means, such as email.  If you do not agree to the changes, you must stop using the Services.

Dispute Resolution

You agree that the laws of the State of Colorado, excluding its conflict of laws rules, shall exclusively govern any dispute relating to these Terms and Conditions and/or the Services.  We both agree that all of these claims can only be litigated in the federal or state courts of Cenver County, Texas, and we each agree to personal jurisdiction in those courts.

How to Contact Us

By EMAIL:
Hello@VIliSmoothie.com

By MAIL:
Vili, Inc.
4132 West 38th Avenue
Denver, CO 80212