Terms of Service Agreement

1. Introduction & Summary:

This Vitas Homes Services, Inc. Terms of Service Agreement (“Agreement”) governs all access to and use of all services and related sites and applications including energy rate shopping (“Vitas Energy Savings”) and renewable energy products (“Vitas Carbon Offsets”) (collectively referred to herein as “Services”). By using this website and Services from Vitas Homes Services, Inc. (“the Company”, “Vitas,” “we,” “our” or “us”), you agree to the terms in this Agreement. Activities and relationships between the Parties are described below.

2. Authorization For Service:

You are requesting that Vitas provide the Services described above or may be released as new products and services by Vitas in the future (when released, these shall also be considered “Services” for purposes of this Agreement). Services are described in Exhibits at the end of this Agreement and are intended to a part of this Agreement. Services released in the future will be added to this Agreement as new Exhibits. Vitas may send notices to customers regarding addition of such Services and you are responsible for review the Agreement and new Exhibits if you are purchasing new Services from Vitas.

3. Representations and Warranties:

By providing personal and billing information and executing the Limited Letter of Authority in favor of Vitas so that we can provide Services, you represent and warrant the following:
  • You are the account holder or an authorized agent of the account holder.
  • You have provided accurate, complete, truthful and current information for the recipient of the Services, including but not limited to name, address, phone number, email address, bill copies and any pin numbers or other verification information required of Vitas to fulfill Services for you.
  • Vitas will provide Services upon payment for subscriptions or other services. You have the option to accept or refuse offers for rate plans offered by utility providers and identified by us. Information, conditions and obligations in this Agreement apply to all products and services offered by Vitas.
  • You represent and warrant that the Vitas services being requested are not for a commercial or business entity. Vitas services are intended for residential customers only.
  • You are responsible for all charges owed to Vitas as defined in the terms herein; and
  • If you are not the account holder, you will be jointly and severally liable with the account holder for the fees incurred for the Services you requested and liable for all fees incurred or damages that result from signing up for services without proper authorization. You agree to indemnify us for any damages we may incur as a result of your actions.

4. Pricing & Billing Terms:

You agree to pay Vitas for the Services you have chosen to purchase as detailed on your order form which may be a paper form, digital application or other electronic medium made available to you by Vitas.
  • You expressly authorize Vitas to charge the credit card or debit card on file for payments of charges on a one-time charge or a recurring basis throughout the term of your Agreement including any renewals, as reflected in your order form. You understand that your information will be saved for future transactions on your account. You may contact us or use our Customer Portal at any time to change your payment information to a different card. We do not accept payment by check or cash.
  • Your Services will be under either a monthly, quarterly or annual subscription payment. All Services will be paid for in advance. You agree that if we are unable to process your monthly payment or you are otherwise delinquent in payment, Vitas reserves the right to assess late fees of $5 per month. Further, you are responsible for any fees incurred in the attempt to collect payment including fees for insufficient funds, chargeback fees, late fees or similar. If after attempts to collect late payments your account remains delinquent for any reason, your Service may be terminated, and Vitas shall be entitled to charge an administrative processing fee equal to the amount of the monthly service fee times the number of months remaining in the term of your Agreement and you agree to be liable for any such charges. Vitas reserves the right to terminate Services if any monthly fee is not paid when billed by Vitas.
  • The terms for the particular service plan that you will subscribe to are set forth in the attachments to these Terms of Service. You are encouraged to read those additional provisions for the Service for which you are subscribing.
  • You may cancel this authorization at any time by contacting Vitas at support@vitasnow.com or calling our customer service number listed on the vitasnow.com website during regular business hours Monday-Friday from 10:00 am – 6:00 pm ET. This authorization will remain in effect until cancelled. Cancelling your credit card authorization does not affect your obligation to pay for services rendered. You understand that upon cancellation, any fees for Services located for you through Vitas will be due in full, calculated through the remainder of the term of your then Agreement.
  • Delinquent accounts may be reported to credit bureaus and/or referred to an attorney or collection agency. You are responsible to pay any and all costs we incur as a result of such action, including processing fees or reasonable attorneys’ fees, subject to the maximum allowed by law.

5. Term of Agreement.

Vitas will begin providing Services upon receipt of payment required by Vitas to represent you and obtain services on your behalf, as indicated by your acceptance or confirmation of engagement with Vitas. The initial term of our Agreement will be for a period of one year from the purchase of a Service that is fulfilled by Vitas. The initial Term will automatically renew for successive one-year renewal terms until this Agreement is terminated by either party on no less than 30 days’ prior notice.

6. Savings Disclaimer.

Vitas does not guarantee savings based on its recommendations. Vitas will provide an estimate of savings to you, but you understand that this is an estimate only of potential savings based on the limited information available to Vitas. Future market conditions, actual customer usage, changes in utility provider plans, commodity pricing changes and other events may affect your electric and/or gas bills in the future.

7. Indemnification.

You agree to defend, indemnify and hold harmless Vitas, its officers, directors, employees and agents from and against all claims, liabilities, damages, losses or expenses, including settlement amounts and reasonable attorneys’ fees and costs, arising out of or in any way connected with your access to or use of the Website and Services. You agree to seek and obtain written permission from Vitas before agreeing to settle any claim.

8. Limitation of Liability.

  • In no event shall Vitas, or its suppliers be liable for any indirect, punitive, incidental, special or consequential damages (including, without limitation, damages for loss of profits, revenue, data or use) incurred by you or any third party arising from or related to the use of, inability to use or the termination of the use of the site and Services, regardless of the form of action or claim (whether contract, tort, strict liability or otherwise) and even if Vitas has been informed of the possibility thereof. These limitations shall apply to the fullest extent allowed by law however some jurisdictions do not allow the limitation or exclusion of liabilities so some of the above limitations may not apply.
  • Vitas makes no warranties concerning any aspect of its services other than as expressly set forth herein. THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY FOR FITNESS FOR A PARTICULAR PURPOSE, AND THOSE WARRANTIES ARE EXPRESSLY DISCLAIMED.
  • Vitas’ total liability for any direct damages shall be limited to the lesser of (i) the amount of damages as proven to have been proximately caused by Vitas or (ii) an amount equal to the sum of all compensation paid by you during the twelve-month period immediately preceding the filing of your claim for loss against Vitas.
  • Vitas is not responsible for you incurring early termination fees from any energy supplier unless you have communicated the contract terms in email to Vitas with the supplier prior to Vitas making a supplier switch or terminating service with the existing supplier.

9. Relationship of the Parties.

Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or a partnership or joint venture relationship. Vitas is not a utility company or a retail energy provider. Vitas assumes no responsibility for the service obligations of any provider of services to you under any contract entered into by you (either directly or indirectly through Vitas) and such provider.

10. Force Majeure.

Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including acts of the public enemy, civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism or threats of terrorism, acts of God, or other similar or different occurrences beyond the reasonable control of the Party unable to perform for so long as such event is in effect. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within five (5) business days of its occurrence.

11. Governing Law & Venue.

This Agreement will be governed by and interpreted in accordance with the laws of the State of Texas, without giving effect to the principles of conflicts of law. The Parties agree that any action arising out of this Agreement will be brought solely in any state or federal court located in Austin, Texas. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court. THE PARTIES WAIVE THEIR RIGHT TO A TRIAL BY JURY AS TO ANY CLAIM ARISING OUT OF THE RELATIONSHIP OF THE PARTIES OR THE TERMS OF THIS AGREEMENT.

12. Assignment; No Third-Party Beneficiaries.

You may not assign this Agreement, either in whole or part, without the express written consent of Vitas. Any assignment without such consent shall be null and void. Vitas may assign this Agreement, in whole or part, in its sole and absolute discretion. Notwithstanding the foregoing, this Agreement shall be binding upon and inure to the benefit of the successors, assigns and legal representatives of the Parties. There are no third-party beneficiaries to this Agreement.

13. Severability.

If any provision or portion of this Agreement is rendered by applicable law or held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions or portions shall remain in full force and effect. The part of this Agreement that is found invalid or unenforceable will be amended, changed or interpreted to achieve as nearly as possible the same objectives and economic effect as the original provision, or replaced to the extent possible, with a legal, enforceable and valid provision that is similar in tenor to the stricken provision, within the limits of applicable law.

14. Survival.

Each term and provision of this Agreement that should by its sense and context survive any termination or expiration of this Agreement shall so survive.

15. Notices.

All notices or other communications permitted or required under this Agreement shall
be in writing and shall be deemed effective when received and made in writing by either (i) hand
delivery, (ii) registered mail, (iii) certified mail, return receipt requested, (iv) courier delivery or (v)
electronic mail (email) addressed to the Party to be notified at the following address or to such other
address as such Party shall specify by like notice hereunder:

To You: To the address provided during enrollment and/or the address on your utility bill.

Attention: To the name provided by you during enrollment and/or the name on your utility bill.

To:         Vitas Home Services, Inc.
              1700 S Lamar Blvd., Suite 338
               Austin, TX,  78704
               Attention: Customer Care

Either Party may update its notice address by notice to the other party.

16. Waiver.

No waiver of any term or right in this Agreement shall be effective unless in writing and signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.

17. Entire Agreement.

These Terms of Service, along with any Letter of Authority in favor of Vitas, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the Parties, whether written, oral, electronic or otherwise. The Parties acknowledge and agree that they are not relying upon any representations or statements made by the other Party or the other Party’s employees, agents, representatives or attorneys regarding this Agreement, except to the extent such representations are expressly set forth in this Agreement.

18. Modification.

Vitas reserves the right to change, modify or amend this Terms of Service Agreement (including any applicable fees and service charges) with 30 days’ prior notice distributed to the customer via the customer’s virtual office, email or regular mail and by posting the updated terms at justVitas.com (referred to as, the “Vitas site”).

19. Vitas Website.

Use of the Vitas Website. The Vitas website and member portal website (the “Sites”) are the intellectual property of Vitas. You may use the Sites only in connection with enrolling and managing your account with Vitas. Any other use of the Sites, and any reproduction, redistribution, or reverse engineering of the Sites, as well as any use of the Sites to gain unauthorized access to any accounts, computer systems, sites, or networks, or to obtain or attempt to obtain any information other than such information as the Sites are intended to provide to you, is unauthorized and expressly prohibited.
As-Is. The Sites are provided to you on an “as is” and “as available” basis, without representation or warranty of any kind, whether express, implied, statutory or otherwise. Neither Vitas nor its third-party providers make any warranty that the Sites are error-free, current, complete, will meet your requirements, will be available continuously or at any particular time or is compatible with any particular device, site or platform. Your use of the Sites and any material obtained through the use of the Sites are at your own discretion and risk and you are solely responsible for any damage to any computer system, Sites or device or any loss of data that results from such use. To the maximum extent permitted by law, Vitas and its third-party providers expressly disclaim all warranties and conditions of any kind, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. No information (oral or written) obtained by you from Vitas or through the Sites shall create any warranty not expressly stated in this Agreement.

20. Privacy Policy.

You agree to be bound by the privacy policy published on the Sites.

Any concerns or questions about these Terms of Service, including billing and access to the Website may be addressed to:

Vitas Home Service, Inc.
1700 S Lamar Blvd., Suite 338
Austin, TX  78704

Exhibit A

Vitas Energy Savings Product Description

The following describes the service provided by Vitas: Vitas Energy Savings

Vitas will use its best efforts find for you the best rates available in your utility market. You agree to allow us to contact your local utility company and competitive retail providers on your behalf and make changes to your account from time to time, pursuant to the recommendations indicated for the most competitive rate for your account(s). You understand and agree that we will bill you as provided herein.

You authorize Vitas to act as your agent on an ongoing basis to provide you with access to the best rates available for the Services in the future for as long as you are paying monthly, quarterly, or annual subscription fees. Fees for Vitas Energy Savings are available in documents, materials and on the Vitas website. You may request a copy by notifying Vitas of your desire to receive pricing information from
Vitas.

You agree to engage Vitas Energy Savings in the following manner and Vitas will provide the following services:

  • You may enroll for services on Vitas’ website or in whatever manner Vitas presents subscription services application. You agree that you will complete such enrollments accurately and to the best of your knowledge.
  • You will have the opportunity to provide your zip code to Vitas and Vitas will notify you if Vitas believes acceptable service is available in your area (based on the zip code). Vitas does not guarantee service is available for your location and will notify you as to whether Vitas Energy Saving Services are available to you. The enrollment process will include verifying your location is eligible for services, gathering information required to facilitate your enrollment with Vitas and energy suppliers in your market and uploading your utility bills to Vitas as requested by Vitas.
  • By uploading bills for the location where Service will be provided and requesting Service, you further represent and warrant that you have authority to make changes to the applicable account with the provider of gas and/or electric services and that you are granting such authority to Vitas.
  • Vitas will use its software platform, proprietary algorithms, industry pricing and other information as required, upon receipt of bill and all enrollment information from you, to determine the best rate then available in your market. Results of Vitas’ search for your best available rate and estimated savings will be sent electronically to you.
  • If subscribing to Vitas Energy Savings, Vitas will present you with an offer from a company for your electric and/or gas energy service with a specific rate and term and the estimated savings or benefit you could expect to receive from accepting the offer recommended by Vitas. The name of the supplier will not be provided at that time.
  • If accepted by you, we will enroll you on the offer presented from the company that will become your new energy supplier. If for any reason, Vitas cannot complete your enrollment with the new supplier the following may occur:
  • Vitas will attempt to correct any information or matters that prevented the enrollment from occurring and attempt to enroll you again.
  • Vitas may select a new offer and present it to you if that the original offer is no longer available to you for any reason other than credit requirements of that or any supplier.
  • Vitas may notify you that Vitas cannot provide Vitas Energy Savings for any other reason that is causing this to occur. Vitas may present the reason to you we are allowed by law to do so.
  • At the end of your term for services provided by your energy supplier recommended by Vitas, we will present you a new offer with a new specific rate and new term. This process will be repeated as often as necessary for Vitas to keep you with the best rate then available in the market for your service location.
  • If your enrollment with the energy supplier is rejected and you are notified by supplier, you will promptly notify Vitas of the rejection and the reason for rejection. Vitas will review and submit available options to you based on the rejection reason.
  • If declined by you, Vitas will not enroll you on the offer presented. In that event, Vitas cannot provide the estimated benefit or savings presented in the offer. Vitas will make an offer to you to continue to monitor your local market for other offers that Vitas determines will be of benefit or savings for you. If you accept this market monitoring service, you will only be charged for a base subscription of $3.00 per month and Vitas will review your account each month and notify you if a service is found that provides you benefits or savings in the future. Vitas will send you an electronic notice of such offer.
  • If you do not want for Vitas to proceed to obtain services on your behalf for the energy services identified by Vitas, you will need to notify Vitas of your decision to not make a change of your services to the new plan. If you choose not to respond to Vitas’ selection of the then best energy plan for your location, Vitas will proceed with the enrollment process so that you might realize the benefits or savings as presented by Vitas. The enrollment will proceed as described above.
  • You may cancel your service at any time within 45 days from the day of your initial payment to Vitas without penalty or termination fee if you have not confirmed your response and are enrolled by Vitas by not responding to the offer presented by Vitas. Vitas is not responsible for any future charges or costs of services if you cancel the service including the prices charged by the energy supplier at the end of the term arranged for by Vitas.
  • You understand that Vitas will make every attempt reasonably possible to find the best rates or plans available for you but that we cannot guarantee or promise that we can obtain lower rates. You will only be charged for a base subscription of $3.00 per month if we cannot find a lower rate for you. If at first we cannot find you an acceptable rate, we will continue to monitor your market for competitive rates and will present more rates that you may accept in the future.

Exhibit B

Vitas Carbon Offsets Product Description

The following describes to service provided by Vitas: Vitas Carbon Offsets

Vitas gives you the opportunity to reduce your carbon footprint by offering renewable energy products (also included as “Services”). By purchasing renewable energy products from Vitas, you are participating in the process of supporting sustainable energy projects as supported by Vitas and its providers. Such support allows these projects to create, sustain and expand projects that create energy through renewable sources that do not produce greenhouse gases (GHG).

Vitas renewable products include the following:

  • Carbon Offsets – Plans with subscription fees that correspond to credits towards certain amounts of CO2 (in pounds) not being released into the atmosphere
  • Renewable Energy Credits (RECs) – Plans with subscription levels fees that correspond to credits towards offsetting the electricity used in your home (10,000 kWh annually)

Payment will be due monthly, quarterly, or annually depending on the Service selected. Vitas will send you certificates of authentication for the purchase of such Services. Vitas makes no representations or claims regarding such Services except as described on the website or Vitas’ literature including the certificate of authentication. Fees for Vitas Energy Savings are available in documents, materials, and on the Vitas website and may be requested by notifying Vitas of your desire to receive pricing information from
Vitas.

Carbon Offset values are derived from the following publicly available information.

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