Last Updated: March 16, 2026 


Welcome to our Health Creation Lab! Health Creation Lab is operated by V-Metrics Inc., a Canadian Federal Corporation (“V-Metrics,” “Health Creation Lab,” “our,” or “we”). Our mission is to assist you in assessing, trending, understanding, and improving your vitality and well-being — safely, practically, and affordably.


These Terms of Service (these “Terms”) apply to all products and services (the “Services”) offered by V-Metrics Inc. through our mobile applications, web platform, assessment centers, and health and vitality coaches. Our Services include those provided through our Health Creation Lab mobile and web applications via Apple, Google, Microsoft, or any other distribution platform we may utilize, in accordance with your specific subscription. Our web platform is located at https://www.v-metrics.com (the “Site”). While our Services are primarily virtual and delivered through our mobile applications and website, we also provide in-person assessment and coaching services in our certified Assessment Centers. We utilize on-device sensors, peripheral devices, and testing services to measure biometrics that pertain to your vitality and well-being. All of our Services and any products we may recommend are for the sole purpose of supporting your vitality and well-being.


We do not diagnose, treat, or claim to prevent any illness. Nothing we do or recommend should supersede any specific directions or advice you receive from your health professionals. Our relationship with you is in support of your vitality, function, and well-being — it is not medical care.


Our Services include yet are not limited to the following:


  • Vitality and Well-Being Assessment tools and applications
  • Interpretation and visual display of your trends in Vitality and Well-Being
  • Video, audio, written, and live virtual education and support for mindsets, lifestyle habits, and related skills which generally support vitality and well-being, and on how to safely explore their value to you personally
  • Applications which enable you to choose or create new habits and schedule them into your daily routines in ways that leverage the latest understandings of how we break old and create new, more supportive mental and physical habits
  • StateCheck application which enables the capture of personal heart rate, heart rate variability, heart rate recovery, VO2 Max, shape, and body composition data, and related interpretation, trending, and reporting features
  • Camera-based biometric estimation (photoplethysmography, or “PPG”) which uses your device’s camera and flash to estimate heart rate and heart rate variability
  • Bluetooth-connected heart rate monitor integration for capturing heart rate data from compatible wearable devices (e.g., chest straps and arm bands)
  • At-home self-directed fitness and vitality assessments, including functional strength, cardiovascular fitness, and flexibility assessments, which you conduct independently using in-app guidance
  • Related resource directory, booking, and payment systems


1. Acceptance


ACCEPTANCE OF THESE TERMS IS REQUIRED FOR USE OF HEALTH CREATION LAB SERVICES AND ANY USE OF THE SERVICES SHALL CONSTITUTE ACCEPTANCE OF THESE TERMS. By accessing or using the Services or clicking to accept these Terms wherever that option is made available, you agree to be unconditionally bound by these Terms of Service. If you do not agree with any of these Terms or do not meet our Eligibility requirements in Section 2, you do not have permission to use the Services. Additional policies, guidelines, agreements, or rules may apply to certain Services, and they will become part of these Terms if you use those Services. You acknowledge that you have read and understand our Privacy Policy. You may review our Privacy Policy at any time by visiting https://www.v-metrics.com and clicking on the Privacy Policy link. THESE TERMS INCLUDE A CLASS ACTION WAIVER AND AN ARBITRATION AGREEMENT THAT GOVERNS ANY DISPUTES BETWEEN YOU AND V-METRICS.


BY REGISTERING TO USE OR ACCESS THE SERVICES AND CHECKING THE BOX TO AGREE TO THESE TERMS OF SERVICE OR OTHERWISE USING OR ACCESSING THE SITE AND/OR SERVICES, YOU ACKNOWLEDGE AND AGREE THAT: (A) YOU HAVE READ THESE TERMS; (B) YOU UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THESE TERMS; (C) YOU ARE ELIGIBLE TO USE OUR SERVICES; AND (D) YOU AGREE TO BE LEGALLY BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH IN THESE TERMS.


V-Metrics reserves the right to change or modify any of the terms and conditions contained in these Terms (or any policy or guideline of V-Metrics) at any time and in its sole discretion. If V-Metrics makes changes to these Terms, we will provide notice of such changes, such as by sending you a notification, by providing notice through the Services, and/or by updating the “Last Updated” date at the top of these Terms and posting the revised terms to our Services. Your continued use of any of the Services will constitute your acceptance of such changes or modifications. Therefore, you should review these Terms whenever you access the Services to make sure that you understand the terms and conditions that will apply to your use of the Services.


For purposes of these Terms, “V-Metrics” and “Health Creation Lab” refer to V-Metrics Inc. and V-Metrics shareholders, directors, officers, employees, sub-contractors, agents, representatives, and assigns.


2. Eligibility


To use the Services, you must: (a) be physically located in a jurisdiction where V-Metrics offers the Services and where use of the Services is unrestricted and unprohibited by applicable law; (b) be at least 18 years old; (c) own the valid email address used to register your Account (defined below); (d) have the necessary authority and capacity to enter into a contract with V-Metrics; (e) have not been suspended or removed from our Services; and (f) abide by these Terms at all times. If you do not follow or qualify under these requirements, we reserve the right to suspend your use of the Services without notice to you.


3. Account


To access certain areas and features within the Services, you must create an account. You agree to (a) provide accurate, truthful, current, and complete information when creating an account; (b) maintain and promptly update your account information; (c) use the Services for only lawful purposes and in compliance with these Terms; (d) prohibit others from accessing your account or use of the Services through your account; (e) be solely responsible for maintaining the confidentiality of your login and password for the Services, and for all activities that occur using your access credentials; (f) promptly notify V-Metrics if you discover or otherwise suspect any security breaches related to the Site; and (g) take responsibility for all activities that occur under your account and accept all risks of unauthorized access.


4. Privacy


Please see the Health Creation Lab Privacy Policy for information about how V-Metrics collects, uses, and discloses information about users of the Services.


5. Services


V-Metrics offers the Services in combinations of experiences and choices, each with optional customizations to help you select and access the Services which you want to engage currently. Most Services are available to view, select, or modify through our mobile and web applications (the “App”), but some experiences offered through the Services have an in-person component.


5A. Access to Services


On the condition that you comply with these Terms, V-Metrics hereby grants you a non-exclusive, non-transferable, revocable license to access the Services (as defined by your specific subscription) solely for the purpose of enabling you to use the Services in the manner permitted by these Terms. If V-Metrics, in its sole discretion, elects to provide any upgrade that replaces or supplements the original Services, this license will govern any such upgrade unless such upgrade is accompanied by a separate license, in which case the terms of that license will govern.


5B. Web and Mobile Applications


To use the Services we offer through the App, you must have a compatible mobile telephone, handheld device, tablet, laptop, or desktop computer and Internet access (as required by the App), and the necessary minimum specifications (“Software Requirements”) to use the App. The Software Requirements for Apple iOS devices, Android OS devices, personal computers, or Mac products and tablets can be found in the relevant App store page. The App software may be upgraded from time to time to add support for new functions and services. The App may request certain privacy permissions from your device such as access to your device camera, access to Bluetooth peripherals, access to choosing images from your device, or access to your device microphone and associated features. These permissions are requested contextually and only when needed for a specific feature. You acknowledge that the terms of agreement with your respective mobile network provider will continue to apply when using the Services. Data and messaging charges may apply to your use of the Services or any text messaging or photo sharing features you use via the Services. You accept responsibility for any such charges that arise. If you are not the bill payer for the mobile telephone or handheld device being used to access the Services, you will be assumed to have received permission from the bill payer for using the Services.


5C. Camera-Based Biometric Estimation


The App includes a feature that uses your device’s camera and flash to capture optical signals from your fingertip (a technique known as photoplethysmography, or “PPG”) to estimate heart rate and heart rate variability. These readings are estimates only and are not medical measurements. Accuracy may vary based on factors including lighting conditions, movement, skin contact, skin tone, and device hardware. Raw optical data is captured on your device and an anonymous reading identifier — which cannot be linked back to your account or identity — is sent to a third-party processing service to compute the estimated biometric values. No raw video or images of your fingertip are stored or transmitted. You acknowledge that these estimates should not be used for medical diagnosis or treatment decisions.


5D. Bluetooth Heart Rate Monitor Integration


The App supports pairing with compatible Bluetooth Low Energy (BLE) heart rate monitors, such as chest straps and arm bands. Heart rate data received from these external devices is used within the App for features including heart rate recovery, VO2 Max estimation, and StateCheck sessions. Readings from external heart rate monitors, while generally more accurate than camera-based estimates, are still subject to variability based on device fit, skin contact, movement, and environmental factors. These readings are not medical measurements. V-Metrics is not responsible for the accuracy, reliability, or function of third-party heart rate monitor devices.


5E. At-Home Self-Directed Assessments


The App provides guided at-home assessments that allow you to self-administer fitness and vitality tests, including functional strength, cardiovascular fitness, flexibility, and body composition assessments. These assessments are designed so that you can conduct them independently using in-app guidance, without visiting a V-Metrics Assessment Center.


You are solely responsible for ensuring that you are physically fit and medically cleared to participate in these assessments. Before participating in any assessment that involves physical exertion, you should consult with a qualified medical professional, particularly if you have a history of heart disease, hypertension, lung disease, musculoskeletal injury or disability, or are taking medication that may affect your ability to exercise safely.


You accept full responsibility for determining your own safe level of exertion during self-directed assessments. V-Metrics provides guidance on proper form and technique but cannot supervise your physical performance remotely. If you experience chest pain, dizziness, shortness of breath, nausea, or any unusual symptoms during an assessment, stop immediately and seek medical attention.


5F. Assessment Centers


V-Metrics Assessment Centers are where in-person member experiences may take place. At a V-Metrics Assessment Center, you can opt-in to participate in various vitality and wellness assessments. You do not need to visit one of our Assessment Centers to participate in our Services — our at-home assessment features and App-guided experiences are designed to be fully self-service. Whether you choose to engage your assessments at home, at work, or at one of our Assessment Centers, on acceptance of these Terms you agree that you are solely responsible for ensuring that you are fit to engage in assessment activities. You agree to consult your doctor before participating if you have a history of heart disease or blood pressure problems, are on medication, have a musculoskeletal injury or disability, or for any other reason may encounter difficulties engaging in assessment activities.


5G. Updates


V-Metrics may, in our sole discretion, develop and provide updates to our Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”) at any time, with or without notice to you. Updates may also modify or delete in their entirety certain features and functionality (temporarily or permanently). You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your device settings, when an internet-connected device is connected to the internet, either (i) the Services will automatically download and install all available Updates; or (ii) you may receive notice of or be prompted to download and install available Updates. You agree to promptly download and install all Updates and acknowledge and agree that our Services or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Services and be subject to these Terms. If you no longer wish to use the Services following any such modifications, you may stop using your Services and cancel your subscription.


5H. Third Party Services


The Services require the use of certain third party products and services (“Third Party Services”) identified on the Site. Use of any Third Party Services is at your sole risk and will be governed by separate terms and conditions, separate privacy policies relating to usage of data you may share through the Third Party Services in the course of using the Services, and may include separate fees and charges. V-Metrics may display content from third parties through the Services and may provide information about or links to Third Party Services. Your interactions with any such third parties, and any terms, conditions, warranties, or representations associated with such interactions, are solely between you and the applicable third parties. V-Metrics is not responsible or liable for any loss or damage of any sort incurred as the result of any such interactions or as the result of the presence of such third-party information made available through the Services. If you are not able to access or use the Third Party Services for any reason, you will not be able to use the Services, and your sole remedy will be to terminate these Terms.


In some cases, V-Metrics Assessment Center or Health & Vitality Coach personnel may offer you referrals to third-party service providers to assist you in additional wellness matters.


You alone are responsible for your choices and whether you seek follow-up support or medical care as you determine necessary. V-Metrics encourages all of our members to confer with their healthcare provider about the assessments and experiences we facilitate, and when making changes to diet, exercise, or health and lifestyle routines.


V-Metrics may change or discontinue any aspect or feature of the Services at any time in our sole discretion. You hereby agree that V-Metrics will not be liable to you or any third party for any modification or discontinuance of the Services at any time for any reason or in the absence of a reason. You understand and agree that you are responsible for obtaining and maintaining all smartphone, computer hardware, software, and assessment equipment needed for access to and use of the Services and all charges related thereto.


6. Not Medical Treatment or Advice


THE CONTENT AND/OR INFORMATION PROVIDED VIA THE SERVICES AND OUR COACHES DO NOT CONTAIN OR CONSTITUTE AND SHOULD NOT BE INTERPRETED AS THERAPY OR AS MEDICAL ADVICE, MEDICAL OPINIONS, OR MEDICAL SERVICES, AND THERE IS NO DOCTOR-PATIENT RELATIONSHIP OR THERAPIST-PATIENT RELATIONSHIP BETWEEN V-METRICS AND YOU OR OUR COACHES AND YOU. NEITHER V-METRICS NOR OUR COACHES PROVIDE MEDICAL SERVICES OR RENDER MEDICAL ADVICE TO YOU. THE SERVICES ARE NOT A SUBSTITUTE FOR THE ADVICE OF A MEDICAL PROFESSIONAL OR THERAPIST, AND THE INFORMATION MADE AVAILABLE ON OR THROUGH THE SERVICES OR FROM OUR COACHES SHOULD NOT BE RELIED UPON WHEN MAKING MEDICAL DECISIONS, OR TO DIAGNOSE OR TREAT A MEDICAL OR HEALTH CONDITION. V-METRICS AND ITS COACHES DO NOT DIAGNOSE OR IDENTIFY ILLNESSES OR CONDITIONS, AND NO STATEMENT FROM V-METRICS OR ITS COACHES SHOULD BE CONSTRUED AS A DIAGNOSIS OR AS CONFIRMATION THAT YOU DO NOT HAVE ANY PARTICULAR MEDICAL CONDITION. IF YOU REQUIRE MEDICAL ADVICE, MEDICAL SERVICES, OR THERAPY, YOU SHOULD CONSULT A MEDICAL PROFESSIONAL DIRECTLY AND NOT THROUGH V-METRICS.


Health Creation Lab is a wellness platform designed to offer you information, access to assessment tools, feedback on assessment results and trends, suggestions on areas to explore in the interest of improving your vitality and well-being, and a method to purchase products and services that you may use to make decisions about your lifestyle habits. The Services do not include any healthcare, diagnostics, treatment, cure, or other medical care, and we do not guarantee the prevention of any illness or injury. V-Metrics is committed to compliance with HIPAA as a value-add to our Services, but we do not offer medical treatment or advice of any kind.


All metrics, scores, feedback, and insights provided through the Services — including but not limited to camera-based heart rate and heart rate variability readings (PPG), Bluetooth heart rate monitor readings, heart rate recovery times, VO2 Max estimates, vitality assessment scores, functional strength benchmarks, body composition estimates, trend analyses, and coaching recommendations — are consumer-grade estimates designed to support your wellbeing and vitality journey. They are not medical-grade measurements, medical diagnoses, or clinical assessments, and should not be relied upon for medical decisions. These readings and insights are for informational and wellness purposes only.


V-Metrics Assessment Centers are wellness clinics, not medical clinics. Health & Vitality Coach Services are offered to guide and support you in making the changes to your lifestyle habits that you select and to ensure you understand how to interpret your results. How you use the Services is your choice. If you choose to provide medical information to one of our Health & Vitality Coaches, or the results of your Vitality or Well-Being Assessments indicate that you are experiencing a medical crisis, V-Metrics has protocols in place to notify you so you can seek medical attention. It is your responsibility to seek care from a medical professional for any condition.


Using the Services should not replace your good judgment and common sense, nor should it supersede the advice of your healthcare provider. Please read and comply with all safety notices that accompany our Services. We do not warrant the accuracy, completeness, or usefulness of any aspect of the Services. Any reliance you place on such information is strictly at your own risk. V-Metrics disclaims all liability and responsibility arising from any reliance placed on such information by you or others. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY AND DO NOT OFFER MEDICAL ADVICE OR GUARANTEE ANY OUTCOME.


7. Consult Your Doctor Before Use


It is your responsibility to consult your doctor before using the Services as you deem appropriate. You are also responsible for taking all necessary precautions to prevent health or medical issues for yourself and others while engaging in activities related to your use of the Services. If you experience a medical emergency while using the Services, stop using the Services and consult with a medical professional. V-Metrics is not responsible for any health problems that may result from your use of the Services, nor from any dietary or lifestyle changes you may learn about or undertake while using the Services.


Before participating in any physical assessment, including but not limited to functional strength tests, cardiovascular fitness tests, heart rate recovery tests, VO2 Max estimation, or flexibility assessments, you should consult a qualified medical professional — particularly if you have a history of heart disease, high blood pressure, lung disease, diabetes, musculoskeletal injury, or any other condition that may affect your ability to exercise safely. You accept full responsibility for your decision to participate in these assessments and for monitoring your own physical condition during participation.


If you incorporate a wearable peripheral device (“Wearable”) with your use of the Services, please be aware that prolonged contact with Wearables may contribute to skin irritation or allergies in some users. If you notice any skin irritation, soreness, tingling, numbness, burning, or stiffness in the area in contact with the Wearable, remove the Wearable and discontinue use. If any symptoms persist after removing the Wearable, consult your doctor.


8. No Guarantees Beyond Our Satisfaction Guarantee


You are solely responsible for (a) performing due diligence on the Services and any features thereof that you choose prior to use and (b) ensuring that your use of the Services is lawful and appropriate under these Terms. V-Metrics uses best available efforts to provide accurate and useful information on the Services, but we cannot guarantee that any information will be applicable to you or cause any particular outcome, or that the Services will be error-free or without defects. You agree that V-Metrics shall have no liability with respect to any health or medical outcome, product delivery or function, allergy information or allergic reaction, or any outcome from your use of the Services in any manner. Nothing in these Terms or the Services will be construed as a promise or guarantee about the outcome of your use of the Services in any manner. V-Metrics makes no such promises or guarantees. V-Metrics expressly disclaims all warranties that the Services are precise or appropriate for your use.


9. Satisfaction Guarantee


V-Metrics is committed to delivering good value to you. If you are not satisfied with the value you have received upon engaging any of our Services, upon letting us know in writing within 24 hours of your receipt of that service, we will work with you to bridge the gap and make it right for you. This may result in the charges for that Service being reduced, and partially or fully refunded, or your account being credited for an amount agreed upon up to a maximum of the full amount charged for that service. You agree to let us know of your dissatisfaction within the 24 hours following the delivery of the service, or to waive your right of access to this guarantee.


10. Fees and Payment Terms


You agree to pay V-Metrics all fees and other amounts due as stated when you subscribe, make purchases, or select other fee-based Services, subject to change from time to time, plus any applicable sales, use, excise, or other taxes (collectively, the “Fees”). You agree to pay any additional taxes as necessary to ensure that the net amounts received by V-Metrics after all such taxes are paid are equal to the amounts that V-Metrics would have been entitled to under these Terms as if the taxes did not exist.


As a subscribing member, you must maintain a valid payment method on file with us, which is securely stored and processed via a PCI-DSS payment processor. PCI-DSS refers to Payment Card Industry Data Security Standard.


You hereby authorize V-Metrics to charge your payment method on file for the fees due hereunder, along with any sales and use taxes. If your payment method is a credit card, we may seek pre-authorization of your account prior to allowing you to begin Services, in order to verify that the credit card is valid and has the necessary funds or credit available to cover your Fees. You represent and warrant that the payment information you provide to us is accurate and you are using a form of payment that you are legally authorized to use. You also agree that you are solely liable for any payment or credit card fraud, abuse, or unauthorized use by you or others.


You authorize V-Metrics to charge your payment method on file with us for the Fees or other amounts due hereunder, as well as any sales and use taxes and any late fees or interest (as described below). If you select a Service on a subscription basis or otherwise using automatically recurring payments, you authorize V-Metrics to automatically charge your payment method every 30 days (or other period as stated when you select the Service) on a going-forward basis for all accrued Fees and other sums and until cancellation of either the recurring payments or your Account.


If you do not pay on time or if we cannot charge the payment method you have on file for any reason, V-Metrics reserves the right to either suspend or terminate your access to the Services and, if any payment is not received after the due date, assess interest at the rate of 1.5% of the outstanding balance per month (18% per year) or the maximum rate permitted by law (whichever is lower), from 30 days after the due date until the date paid. Returning members must pay any unpaid balance, including any late fees, before receiving Services.


If you opt-in for Services that incur a subscription fee, your subscription starts the day you subscribe to the Services and continues for the term stated at the time of signup (“Subscription Term”). Unless otherwise stated at registration, at the conclusion of each Subscription Term your subscription automatically renews for another Subscription Term if you do not first cancel or change your subscription as provided in these Terms. You acknowledge that your and V-Metrics’ obligations under your subscription begin anew with each renewal, and that V-Metrics owes you no obligations beyond each successive Subscription Term. You may cancel your subscription at any time by contacting [email protected].


V-Metrics may cancel your subscription in our sole discretion at any time by giving you written notice. Except as otherwise provided herein, any cancellation of your subscription is effective at the end of the then-current monthly billing period and all outstanding subscription fees are immediately due. Cancellation of your subscription terminates your and V-Metrics’ obligations hereunder governing such subscription. The remainder of these Terms shall remain in full force and effect until terminated as provided in Section 21. Notwithstanding anything to the contrary herein, V-Metrics reserves the right to immediately terminate your subscription or refuse Services if you breach any of these Terms.


If the applicable fees are not paid prior to the beginning of the Subscription Term, your access to the Services will be suspended until you pay the applicable fees. V-Metrics, at its sole discretion, may modify its pricing during any Subscription Term and such pricing changes will be effective as of the directly subsequent Subscription Term. V-Metrics also provides for the purchase of select products, as well as assessment and coaching services, outside of monthly subscriptions to accommodate separate purchases of these products and services.


All payments must be made: (a) in the currency of the country where you reside (Canadian residents will purchase in CDN Dollars and US residents will purchase in US Dollars); (b) by credit/debit card or direct bank debit (ACH, PAD, BACS, BECS, etc.), directly from your bank account via an authorized V-Metrics payment processor. You hereby: (i) authorize V-Metrics (or its authorized payment processor) to charge the credit/debit card number provided when purchasing Services, or to withdraw the payment via direct debit per your preference; and (ii) represent and warrant that you are authorized to use and have fees charged to the credit/debit card number or bank account provided to V-Metrics (or its authorized payment processor).


If, as an employee, licensee, or sub-contractor, you are receiving payments from V-Metrics for Services rendered, you will need to provide bank account information to allow for direct deposits into your account. You agree to provide the authorized payment processor selected by V-Metrics with the access and permissions to transact such payments.


11. Restrictions on Use of Service


You are solely responsible for your conduct (and the conduct of anyone who uses the Services on your behalf) with respect to the Services, which you use at your own risk. Except as expressly permitted in writing by V-Metrics, you will not do, and will not assist any third party to do, any of the following:


  • Build a competitive product or service, or copy any features or functions of the Services;
  • Modify, disclose, decompile, reverse engineer, disassemble, attempt to derive the source code, underlying ideas, or algorithms of the Services or any part of the Services, except to the extent required by applicable law;
  • Rent, lease, lend, sell, sublicense, or create derivative works of the Services;
  • Distribute the Services or make the Services available over a network where it could be used by multiple devices at the same time;
  • Remove, alter, or obscure any copyright, trademark, or other proprietary rights notice or labels on or in the Services;
  • Use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services or that could damage, disable, overburden, or impair the functioning of the Services;
  • Use the Services in any manner that promotes you or products or services which you have not been expressly authorized, in writing by V-Metrics, to offer other members within this program;
  • Use the Services for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity, or any activity that violates these Terms;
  • Attempt to gain unauthorized access to the Services or their related systems or networks;
  • Use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material;
  • Impersonate or use the Services by misrepresenting your affiliation with a person or entity;
  • Disclose to any third party any performance information or analysis relating to the Services; or
  • Cause or permit any third party to do any of the foregoing.


If you violate (or are alleged to have violated) any of the foregoing restrictions, your license to use the Services will immediately and automatically terminate, and you may have infringed the rights of V-Metrics, which may subject you to prosecution and damages.


12. Acceptable Use Policy


In using the Services, including in any video chat, telephonic interaction, or one-on-one interaction with other users or our employees or subcontractors, coaches or assessment center personnel, regardless of whether you believe you have been prompted by the Services, subcontractors, or other users to do any of the following, you may not upload, use, create, transmit, store, display, distribute, share, send, or otherwise make available any content, descriptions, or information that:


  • Is illegal or fraudulent or that would encourage, solicit, foster, glorify, or provide instructions for any criminal or civil offense;
  • May create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, to any animal, or to any property;
  • Is obscene, pornographic, indecent, or sexually explicit;
  • Depicts graphic, excessive, or gratuitous violence, or makes any threats to commit violent acts;
  • Is derogatory, demeaning, inflammatory, malicious, defamatory, abusive, offensive, hateful, harassing, humiliating to other people (publicly or otherwise), libelous, or otherwise objectionable;
  • You do not have a right to make available under any law or under contractual or fiduciary relationships;
  • You know is untruthful;
  • Infringes, misappropriates, or violates the intellectual property or proprietary rights of others;
  • Promotes the purchase of non-V-Metrics products or services without express written permission from V-Metrics to do so; or
  • Could be construed as medical, diagnostic, treatment, care, or disease-related preventive advice.


V-Metrics reserves the right, but is not obligated, to investigate any violation of Sections 11 or 12 or misuse of the Services or the Site. Enforcement of Sections 11 or 12 is solely at V-Metrics’ discretion, and failure to enforce this Policy in some instances does not constitute a waiver of V-Metrics’ right to enforce Sections 11 or 12 in other instances.


13. Intellectual Property, Ownership, and Reservation of Rights


V-Metrics reserves all rights not expressly granted in these Terms. Except for the license expressly stated in these Terms, you are not granted any rights in or to the Services by implication, estoppel, or other legal theory, and all rights in and to the Services not expressly granted in these Terms are hereby reserved and retained by V-Metrics.


13A. License Grant


V-Metrics hereby grants you a limited, worldwide, non-exclusive, non-transferable right during the term of these Terms of Service to use the Services you have subscribed to for your personal, non-commercial use pursuant to these Terms of Service. V-Metrics reserves all rights to the Services not expressly granted to you herein. Upon termination of these Terms: (i) the rights and licenses granted to you herein shall terminate; (ii) you shall cease all use of the Services that have been terminated; and (iii) V-Metrics may at our own discretion remove and/or purge data, account information, and any other information obtained by us in connection with providing you the Services.


13B. V-Metrics Property


You acknowledge and agree that V-Metrics owns and shall retain all right, title, and interest in and to, including any intellectual property rights with respect to the V-Metrics Property, which includes: (i) the Services; (ii) V-Metrics’ Content; (iii) all underlying technology of the Services and Content; (iv) all patents, registered and unregistered trademarks, service marks, and trade secrets of V-Metrics and all copyrighted materials of V-Metrics; and (v) all Deidentified Data and all Reports (both defined in Section 13D) generated therefrom.


V-Metrics’ Content, Materials, Services, and all underlying technology are protected by copyright, trademark, patent, intellectual property, and other laws of Canada, the United States, and foreign countries. You agree not to remove, change, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services.


13C. Your Data


If you upload or input Personal Information or provide any User Content to the Services (“Your Data”), you hereby grant V-Metrics an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use Your Data in de-identified form in any manner and for any purpose, including to improve the Services and create other products and services, without payment or restriction.


13D. Reports


You acknowledge and agree that V-Metrics may use anonymized, de-identified, and aggregated forms of Your Data (“Deidentified Data”) for any purpose, including without limitation for research, analysis, machine learning, or to generate reports and studies (collectively, “Reports”). All Reports are the sole and exclusive property of V-Metrics, and we reserve the right to disclose, share, distribute, or publish our Reports for any purpose provided such Reports are not reasonably linkable, directly or indirectly, to your Personal Information.


13E. User Content


The Services may include features that enable you to post, upload, store, share, send, or display photos, images, video, data, text, documents, comments, and other information and content (“User Content”) to and via the Services. You retain all rights to your User Content that you post to the Services. By making your User Content available on or through the Services you hereby grant to V-Metrics a non-exclusive, transferable, sub-licensable, worldwide, royalty-free license to use, copy, modify, publicly display, publicly perform, reproduce, translate, create derivative works from, and distribute your User Content, in whole or in part, in anonymized, de-identified form, in any media.


13F. Feedback


V-Metrics will own exclusive rights, including all intellectual property rights, to any feedback, suggestions, ideas, or other information or materials that you provide regarding V-Metrics or the Services, whether by email, posting through the Services, or otherwise (“Feedback”). Any Feedback you submit is non-confidential and will become the sole property of V-Metrics. V-Metrics will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.


14. Trademarks


V-Metrics name, Health Creation Lab name, V-Metrics trademarks, inclusive of Health Creation Lab, V-Metrics logos, and any other V-Metrics product, service name, or slogan included in the Services are property of V-Metrics and may not be copied, imitated, or used (in whole or in part) without V-Metrics’ prior written consent. The look and feel of the Services, including all custom graphics, button icons, slogans, and scripts constitute service marks, trademarks, or trade dress of V-Metrics and may not be copied, imitated, or used (in whole or in part) without V-Metrics’ prior written consent.


15. Hyperlinks


You are granted a limited, non-exclusive right to create a text hyperlink to the Services, provided such link does not portray us or the Services in a false, misleading, derogatory, or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing, or otherwise objectionable. This limited right may be revoked at any time.


16. Suspension and Termination


V-Metrics may suspend your license to access or use the Services or terminate these Terms at any time, with or without cause, immediately upon notice to you. You may terminate these Terms by cancelling your account through the Services. V-Metrics reserves the right, but does not undertake any duty, to take appropriate legal action including the pursuit of civil, criminal, or injunctive redress against you for continuing to use the Services during suspension or after termination.


17. Disclaimer


YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. V-METRICS DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THESE TERMS, THE SERVICES, THE V-METRICS MATERIAL, AND THIRD PARTY TRADEMARKS, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PURPOSE, NON-INFRINGEMENT, AND CONDITION OF TITLE.


TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, V-METRICS DOES NOT WARRANT, AND DISCLAIMS ALL LIABILITY FOR (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY, OR RELIABILITY OF THE SERVICE OR ANY V-METRICS MATERIAL; (B) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICE OR ANY V-METRICS MATERIAL; (C) THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT, ANY COMMUNICATIONS MAINTAINED BY THE SERVICE; (D) WHETHER THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS; AND (E) THE CONTENT AND NATURE OF ANY INFORMATION OR ADVICE YOU RECEIVE FROM COACHES VIA THE SERVICES.


18. Indemnification


At your sole expense, you will defend, indemnify, and hold V-Metrics, its Assessment Centers, and its Coaches harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including, but not limited to, reasonable attorney fees, costs, penalties, interest, and disbursements) caused by, arising out of, or resulting from (a) your use of the Services or the use of the Services by a third party accessing your account, including any infringement of rights of third parties, or (b) your breach of these Terms.


19. Limitation of Liability


IN NO EVENT WILL V-METRICS, ITS ASSESSMENT CENTERS, OR ITS COACHES BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER, ARISING OUT OF OR RELATED TO THESE TERMS OR THE V-METRICS IP, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED, OR EMOTIONAL DISTRESS), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY), EVEN IF V-METRICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


FURTHER, IN NO EVENT WILL V-METRICS’, ITS ASSESSMENT CENTERS’, OR ITS COACHES’ TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE GREATER OF CDN $100 OR THE AMOUNT YOU PAID TO V-METRICS DURING THE 12-MONTH SUBSCRIPTION PERIOD WITHIN WHICH THE DAMAGES AROSE.


20. Arbitration


PLEASE READ THE FOLLOWING PROVISIONS CAREFULLY BECAUSE THEY REQUIRE YOU AND V-METRICS TO ARBITRATE DISPUTES AND LIMIT THE MANNER IN WHICH BOTH PARTIES CAN SEEK RELIEF.


You and V-Metrics will arbitrate any dispute, claim, or controversy arising from or related to these Terms or the Services, except that neither you nor V-Metrics is required to arbitrate any dispute in which either party seeks equitable and/or other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade names, or patents. ARBITRATION PREVENTS YOU AND V-METRICS FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. Arbitration will be conducted confidentially in Kelowna, British Columbia, in accordance with British Columbia’s Arbitration Act, SBC 2020, c 2 (the Act), if domestic within Canada. If involving a party outside of Canada, all disputes arising out of or in connection with these Terms shall be referred to and finally resolved by arbitration under the International Commercial Arbitration Rules of Procedure of the Vancouver International Arbitration Centre. The place of arbitration shall be Vancouver, British Columbia, Canada. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, NO ARBITRATION OR CLAIM UNDER THESE TERMS WILL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NEITHER YOU NOR V-METRICS WILL COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE ACTION OR PROCEEDING.


21. Termination


Except for any termination of your subscription under Section 16, these Terms shall remain in full force and effect for as long as you maintain your subscription to the Services. To terminate these Terms of Service you must discontinue all use of the Services. Upon discontinuance of the Services, these Terms are terminated, and you lose the right to access or use any of our Services. The proprietary rights, disclaimer of warranties, representations made by you, limitations of liability, arbitration, indemnification, confidentiality, intellectual property rights, and general provisions shall survive any termination of these Terms.


22. Miscellaneous


22A. Governing Law and Dispute Resolution


These Terms will be governed by and construed in accordance with the laws of the province of British Columbia, without resort to its conflict of law provisions. The provincial court located in Kelowna, British Columbia, will have exclusive jurisdiction over any suit in connection with the Services or these Terms that is not subject to arbitration.


22B. Assignment


You may not assign, delegate, or transfer these Terms or any right, title, interest, or obligation hereunder without the prior written consent of V-Metrics. Any attempted or purported assignment, delegation, or transfer in violation of the foregoing will be null and void and without effect. V-Metrics may assign these Terms without your prior written consent.


22C. Third Party Beneficiaries


All current and former Assessment Center and Health & Vitality Coach Licensees or employees of V-Metrics are third party beneficiaries of Sections 17–20 and 22 hereunder.


22D. Electronic Communications


You agree to receive electronically all current and future notices, disclosures, communications, and information, and that the aforementioned electronic communications satisfy any legal requirement that such communications be in writing.


22E. Force Majeure


V-Metrics will not be liable for any loss or damage arising from any event beyond its reasonable control, including, but not limited to, flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, cyber-crime or other criminal act, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.


22F. Headings


Headings of sections are for convenience only and will not be used to limit or construe such sections.


22G. Waiver; Severability


V-Metrics’ failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. If any provision of these Terms is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by these Terms is not affected in any manner adverse to any party.


22H. Geographic Restrictions


V-Metrics is owned and operated in Canada. We make no claims that the Services or any other products or services or their content is accessible or appropriate outside of Canada. Access to our Services may not be legal by certain persons or in certain countries. If you access the Services from outside of Canada, you do so on your own initiative and are responsible for compliance with local laws.


23. Entire Agreement


These Terms, including and together with any related policies, guidelines, agreements, or rules that we may incorporate from time to time, constitute the entire agreement between you and V-Metrics with respect to the subject matter herein, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. We may amend these Terms from time to time by updating this page as evidenced by revising the “Last Updated” date noted at the top of this posting. Once you accept these Terms, the then-current version shall apply each time you access or use the Services.


V-Metrics Inc.
#100 – 540 Groves Ave
Kelowna, BC, Canada V1Y 4Y7


Contact: [email protected]