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AGREEMENT TO TERMS
These Terms of Use(“Terms of Use” or “Agreement” together with the Privacy Policy, Acceptable Use Policy, and any other documents they expressly incorporate, set forth the terms and conditions upon which you may access and use the Sites, and exercises or other related services provided or operated by Movement Health Science and/or its affiliates (collectively, the “Services” including but not limited to any content and functionality offered through the Services. These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you” or “your”) and Movement Health Science, or our product BaselineAPS ("Company", “we”, “us”, or “our”), concerning your access to and use of the movementhealthscience.com website,baselineaps.com website, as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto(collectively, the “Site” or the “App”). You agree that by accessing the Site and Services, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITHALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THESITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at anytime and for any reason. We will alert you about any changes by updating the“ Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.
Using Movement Health Science in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Site. These Terms include everything in this document, as well as those in the Privacy Policy.. If you don’t agree to all of the following, you may not use or access Movement Health Science in any manner.
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Site is intended for users who are at least 6 years of age. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Site. If you are a minor, you must have your parent or guardian read and agree to these Terms of Use prior to you using the Site.
Definitions. In addition to terms defined throughout these Terms of Use, the following terms shall have the below meanings:
Acceptable Use Policy” means the Acceptable Use Policy attached hereto.
Baseline” or “BaselineAPS” means product and Service developed by, maintained by, and wholly owned by Movement Health Science.
Confidential Information” means information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include any information that (a)was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (b) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information.
Content” means information either: (a) created by Movement Health Science and made available to Authorized Users through the Services, or (b) obtained by Movement Health Science from publicly available sources or third-party content providers and made available to Authorized Users through the Services.
Data” or “User Data” means electronic data and information submitted by or for an Authorized User to the Services, excluding Content and Third-Party Applications. Your Data may include Protected Health Information (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996, as amended, and all regulations implemented thereunder (collectively, “HIPAA”), or Personally Identifiable Information (“PII”) as defined under applicable laws and regulations concerning data privacy.
Documentation” means any documentation (online or otherwise) made available by Movement Health Science to you describing the Services or any support provided for the Services.
Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
Movement Health Science” means Movement Health Science, Inc., and any of its affiliated companies or products (including, without limitation, BaselineAPS).
Third-Party Technology” means (a) a Web-based, mobile, offline or other software application, technology or functionality, or (b) any third party device or product, including Devices, made available to Authorized Users and interoperates with, or is used by an Authorized User, in connection with a Service.
You may be required to sign in via Google or other social login or sign up for an account and select a password. You promise to provide us with accurate, complete, and up-to-date registration information about yourself.
You agree that you will only use the Company’s sites or applications for your own personal or organizational use, and not on behalf of or for the benefit of any third party. You may not transfer your account to anyone else without our prior written permission.
You may not select as your Company’s sites or applications account name a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. The Company reserves the right to refuse registration of or cancel a Company account name at its discretion.
In the event that you become eligible to participate in the Services as an “Authorized User,” you will be provided with a notification that you are eligible to participate in the Services as an “Authorized User”. To become an Authorized User, you are required to register for the Services and provide certain information about Yourself. We will validate your right to receive the Services and create an Authorized User account on your behalf, which you will use to access the Site and use the Services. You will provide Movement Health Science with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your account. You shall not use a false name, email address or phone number or otherwise enter information with the intent to impersonate another person. It is a condition of your use of the Site and Services that all the information you submit to Us is complete, current and correct.
All information We collect about you in connection with the Services is subject to our then-current Privacy Policy. We also track certain Authorized User interactions with the Site. This includes: viewing a page, tapping a button, time spent on a page, time for a page to load, and data entered into the Site. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy, including being contacted via email, text message (SMS) or other electronic means.
Your Authorized User account may only be used for your personal use, and will require a username and password (“Account Credentials”). Your Account Credentials are personal to you, and you are solely responsible for maintaining the confidentiality of your Account Credentials, and for all activities that occur under your account. You shall: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data you provide; (b) maintain the confidentiality of Your Account Credentials;(c) prohibit anyone else from using your Account Credentials and agree to immediately notify Movement Health Science of any actual or suspected unauthorized use of your Account Credentials or other security concerns of which you become aware; and (d) comply with all applicable local, state, and federal laws in using the Services.
Electronic Communications. When you use the App or Services, or send emails, messages, and other communications from your desktop or mobile device to Us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically, satisfy any legal requirement that such notices and other communications be in writing. Movement Health Science may contact you by telephone, mail, or email to verify your account information. Movement Health Science may request further information from you and you agree to provide such further information to ensure that you have not fraudulently created Your account. If you do not provide this information in the manner requested within 14 days of the request, Movement Health Science may suspend, discontinue, or deny your access to and use of the App and the Services until you provide the information to Us as requested.
Subject to the terms and conditions of this Agreement(including the Privacy Policy and Acceptable Use Policy) and payment of all applicable fees, and during the term of this Agreement, Movement Health Science grants you a non-exclusive and non-transferable right to access and use the Services in accordance with the terms of this Agreement, and any Documentation made available to you by Movement Health Science solely for purposes of Your personal use of the Services. The Services are limited to Authorized Users. The Services are enabled by technology, software and certain Content delivered electronically. Any use of the Service in breach of this Agreement, or that in our judgment threatens the security, integrity or availability of the Service, may result in immediate suspension of the Service, however we will use commercially reasonable efforts under the circumstances to provide you with notice and an opportunity to remedy such violation or threat prior to such suspension. Other than as expressly set forth in this Agreement, no license or other rights in or to the Services are granted to you, and all such licenses and rights are hereby expressly reserved. Neither the Services, nor any part of the Services, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Movement Health Science. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Movement Health Science without express written consent. You may not use any meta tags or any other “hidden text” utilizing Movement Health Science’s name or trademarks without the express written consent of Movement Health Science. You may not misuse the Services. You may use the Services only as permitted bylaw. The Content of the Services, including without limitation the files, documents, text, photographs, images, audio, and video, and any materials accessed through or made available for use or download through the Services may not be copied, distributed, modified, reproduced, published, or used, in whole or in part, except for purposes authorized or approved in writing by Movement Health Science. You may not frame or utilize framing techniques to enclose, or deep link to, any name, trademarks, service marks, logo, Content, or other proprietary information (including, without limitation, images, text, page layout, or form) of Movement Health Science without our express written consent.
Movement Health Science has designed the Services to assist people to achieve their health and movement goals through healthy lifestyle choices, exercise, and behavior. We encourage You to consult with your healthcare provider before commencing the Services. To the extent applicable, you represent that you are in good enough health to begin these Services, which may include changes to your diet or level of physical activity, among other things. The Services require your active engagement and participation. You understand that, despite your efforts, individual users’ results will vary for a variety of reasons and Movement Health Science cannot guarantee that you will achieve your health or movement goals.
Movement Health Science shall have no liability for any claims, losses, or damage caused by use of or errors or omissions in any information provided to Movement Health Science by an Authorized User in connection with the Services or any actions taken by Movement Health Science at an Authorized User’s direction. Movement Health Science shall have no liability for any claims, losses or damages arising out of or in connection with an Authorized User’s use of any Third-Party Technology that is accessed via links from within the Services. Any exercise adjustment recommendations made by the Services are based solely on data from the compatible biosensors, medical and scientific literature, and established treatment guidelines.
IF YOU AREEXPERIENCING A MEDICAL EMERGENCY, YOU SHOULD DIAL “911” IMMEDIATELY.
Movement Health Science’s App and Services are not for medical emergencies or urgent situations. You should not disregard or delay seeking medical advice based on anything that appears or does not appear on the App or Site. If you believe you have an emergency, call 9-1-1 immediately.
You should seek emergency help or follow up care when recommended by a healthcare provider or when otherwise needed. You should continue to consult with your primary healthcare provider and other healthcare professionals as recommended. Always seek the advice of a physician or other qualified healthcare provider concerning questions you have regarding a medical condition and before stopping, starting, or modifying any treatment or modification.
Not an Insurance Product. Movement Health Science is not an insurer. The Services are not insurance products, and the amounts paid to Movement Health Science are not insurance premiums. If you desire any type of health or other insurance, you will need to purchase such insurance separately.
Availability of Services. Movement Health Science operates subject to state and federal regulations, and the Services may not be available in Your state. You represent that you are not a person barred from enrolling for or receiving the Services under the laws of the United States or other applicable jurisdictions in which you may be located. Accessing the App or Services from jurisdictions where content is illegal, or where we do not offer Services, is prohibited.
By using the Site, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Terms of Use; (2) you are not under the age of 6; (3) you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Site; (4) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (5) you will not use the Site for any illegal or unauthorized purpose; and (6) your use of the Site will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
User Information. If You submit, upload, post, or transmit any of Your Data, including health information, medical history, conditions, problems, symptoms, personal information, consent forms, agreements, requests, comments, ideas, suggestions, information, files, videos, images, or other materials to Us or our Services, You agree Your Data shall comply with our Acceptable Use Policy (see below).
User License. If you access the Site via a mobile application, then we grant you a revocable, on-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms of Use. You shall not: (1) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the App; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the App; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the App; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the App; (5) use the App for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the App available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the App for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application; (8) use the App to send automated queries to any website or to send any unsolicited commercial e-mail; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the App or Service.
You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
The following terms apply when you use a mobile application or App obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Site: (1) the license granted to you for our mobile App is limited to a non-transferable license to use the App on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile App license contained in these Terms of Use or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application; (3) in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile App, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application; (4) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and(ii) you are not listed on any U.S. government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the mobile App, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile App; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile App license contained in these Terms of Use, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms of Use against you as a third-party beneficiary there of.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.
You understand that we own Movement Health Science and all subsidiary products and services.. These Terms don’t grant you any right, title or interest in Movement Health Science, or our trademarks, logos, and other intellectual property.
The Services may contain certain applications and portions of applications which are provided under terms and conditions that are different from this Agreement (such as open source or community source), or which require us to provide You with certain notices and/or information (“Excluded Code”). We will identify such Excluded Code in a text file or about box or in a file or files referenced thereby (and shall include any associated license agreement, notices and other related information therein), or the Excluded Code will contain or be accompanied by its own license agreement. Your use of the Excluded Code will be subject to the terms and conditions of such other license agreement solely to the extent such terms and conditions are inconsistent with the terms and conditions of this Agreement or are required by such other license agreement. By using or not uninstalling such Excluded Code after the initial installation of the Excluded Code You acknowledge and agree to all such license agreements, notices, and information.
By accessing the Services, You will have access to certain of our Confidential Information, including but not limited to our software, methods, techniques, processes, programs, devices and operations and any other information we designate as our Confidential Information. Your Confidential Information includes your Data but does not include anonymized information (including, without limitation, PHI that has been de-identified inaccordance with HIPAA requirements) collected from all users. You and Movement Health Science each agree to: (a) only use Confidential Information as explicitly permitted in this Agreement; (b) not disclose any Confidential Information of the Disclosing Party to any third party; and (c) not disclose oruse Confidential Information following the termination of the Service subscription, unless otherwise explicitly permitted herein (or in the PrivacyPolicy). Each party agrees to take reasonable efforts to protect the Disclosing Party’s Confidential Information from disclosure to third parties, except as explicitly permitted herein, and apply measures consistent with those applied to the Receiving Party’s protection of its own Confidential Information. Upon the Disclosing Party’s request, at any time, the Receiving Party agrees that it will promptly return or destroy all copies of Confidential Information to the Disclosing Party except for information periodically stored as part of a standard back-up procedure. The Disclosing Party shall be entitled to injunctive relief in the event of any unauthorized use or disclosure, whether or not intentional, of its Confidential Information. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided that the Receiving Party notifies the Disclosing Party in advance of the compelled disclosure (to the extent legally permitted) and provides reasonable assistance in order to permit the Disclosing Party to contest such disclosure.
Movement Health Science’s email is encrypted. By agreeing to these Terms of Use, You agree that Movement Health Science will not be held responsible for any breach of Confidential Information if You communicate confidential or private information via unencrypted email, text, or phone messages.
Subject to any applicable terms and conditions set forth in our Privacy Policy, any other communication or material that you send to us through the Services, such as any questions, comments, suggestions or the like, is and will be deemed to be non-confidential and we will have no obligation of any kind with respect to such information.
We care about data privacy and security. Please review our Privacy Policy: https://movementhealthscience.com/privacy.html. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Site is hosted in the United States. If you access the Site from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States. Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, in accordance with the U.S. Children’s Online Privacy Protection Act, if we receive actual knowledge that anyone under the age of 6 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from the Site as quickly as is reasonably practical.
These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESETERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUTNOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKINGCERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDINGWITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANTCONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAYTERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE ANY CONTENT ORINFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLEDISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.
We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection there with.
Although Movement Health Science attempts to ensure the integrity and accuracy of the Content on the Services and Service descriptions, it makes no representations, warranties, or guarantees whatsoever as to the correctness or accuracy of the Service descriptions and other content on the Services. It is possible that the Services could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions, and alterations could be made to the Services by third parties. In the event that an inaccuracy arises, please inform Movement Health Science so that it can be corrected. Information contained on the Services may be changed or updated without notice. Additionally, Movement Health Science shall have no responsibility or liability for information or content posted to the Services from any non-Movement Health Science affiliated third party. We are not responsible for transmission errors, corruption, or compromise of information carried over local or interchange telecommunications carrier. We are not responsible for maintaining information arising from use of, or with respect to, the Services. We reserve the right to maintain, delete, or destroy all communications or information posted or uploaded to the App in accordance with our internal record retention or destruction policies.
Your wireless carrier, the manufacturer and retailer of Your mobile device, the developer of the operating system for Your mobile device, the operator of any application store, marketplace, or similar service through which You obtain the Services, and each of their respective affiliates, suppliers, and licensors (collectively, the “Select Third Parties”)are not parties to these Terms of Use and they do not own and are not responsible for the Services. Movement Health Science, and not any Select Third Parties, is responsible for addressing any claims raised by You or any third party regarding the Services or Your use or possession thereof, including, but not limited to, claims related to product liability, legal or regulatory requirements, and consumer protection or similar legislation. You are responsible for complying with all application, store and other applicable Select Third Parties’ terms and conditions. YOU AGREE: (A) THE SELECT THIRDPARTIES DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE SITE,INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT,TITLE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND FITNESSFOR A PARTICULAR PURPOSE; (B) IN NO EVENT WILL THE SELECT THIRD PARTIES BELIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY,INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (WHETHER IN CONTRACT, TORT(INCLUDING NEGLIGENCE), OR OTHERWISE) ARISING OUT OF THIS AGREEMENT OR THESITE, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ORLOSSES; (C) IN ANY EVENT, THE MAXIMUM LIABILITY OF ANY SELECT THIRD PARTY FORALL CLAIMS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) OFEVERY KIND WILL NOT EXCEED FIVE DOLLARS ($5.00); AND (D) YOU WAIVE ANY AND ALLCLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU MAY HAVE AGAINST THE SELECTTHIRD PARTIES ARISING OUT OF THE SITE AND THESE TERMS OF USE. THE THIRD PARTIESARE INTENDED THIRD PARTY BENEFICIARIES OF THESE TERMS OF USE, AND ARE CAPABLEOF DIRECTLY ENFORCING ITS TERMS. NOTHING CONTAINED IN THESE TERMS OF USE WILLBE CONSTRUED AS MODIFYING OR AMENDING ANY AGREEMENTS OR OTHER TERMS BETWEEN YOUAND THE SELECT THIRD PARTIES WITH REGARD TO THEIR SUBJECT MATTER. In the eventof any claim that the Services or Your possession and use of the Servicesinfringe a third party’s intellectual property rights, the Select Third Partiesare not responsible for the investigation, defense, settlement, or discharge ofthe infringement claim.
YOU HEREBY RELEASE AND HOLD HARMLESS Movement Health Science AND ITS OFFICERS, DIRECTORS, MANAGERS, OWNERS, PARTNERS, AGENTS,EMPLOYEES, REPRESENTATIVES, TRUSTEES, ASSIGNS, TRANSFEREES, CONTRACTORS,VENDORS, AND LICENSEES FROM AND AGAINST ALL CLAIMS THAT YOU HAVE OR MAY HAVEAGAINST THEM FOR INFRINGEMENT, VIOLATION OF THE RIGHTS OF PRIVACY OR PUBLICITY,DEFAMATION, DISPARAGEMENT, UNPAID BENEFITS, UNPAID WAGES, OVERTIME, DISCRIMINATION,PERSONAL INJURY, PROPERTY DAMAGE, NEGLIGENCE, AND/OR ANY OTHER LEGAL THEORYARISING FROM OR IN CONNECTION WITH THE APP AND THE SERVICES AND/OR THE RIGHTSAND PRIVILEGES GRANTED OR CONVEYED BY YOU UNDER THIS AGREEMENT. FURTHER, YOU WAIVE YOUR RIGHT TO, AND IN NOEVENT SHALL YOU SEEK TO, (A) ENJOIN MOVEMENT HEALTH SCIENCE, ANY OF MOVEMENTHEALTH SCIENCE’S OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, PARTNERS,AGENTS, EMPLOYEES, REPRESENTATIVES, PARENTS, SUBSIDIARIES, AFFILIATES,SUCCESSORS, TRUSTEES, ASSIGNS, TRANSFEREES, CONTRACTORS, VENDORS, OR LICENSEES,OR (B) EXERCISE ANY OF THE RIGHTS OR PRIVILEGES GRANTED OR CONVEYED BY YOUUNDER THIS AGREEMENT.
YOU ALSO HEREBY WAIVE ANY RIGHTS YOU MAY HAVE UNDERSECTION 1542 OF THE CALIFORNIA CIVIL CODE AND ANY OTHER STATUTE OR COMMON LAWPRINCIPLE OF SIMILAR EFFECT, WHICH PROVIDES:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMSTHAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HISOR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM ORHER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR ORRELEASED PARTY”.
You agree that all matters relating to your access to or use of the Services, including all disputes, will be governed by the laws of the United States and by the laws of the State of Delaware, without regard to its conflicts of law provisions.
Binding Arbitration
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOUUNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE INCOURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of whichare available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Santa Clara County, California. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Santa Clara County, California, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non convenience with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.
In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
Restrictions
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exceptions to Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party;(b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
THE SITE IS PROVIDED ONAN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OURSERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WEDISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE ANDYOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WEMAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THESITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUMENO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OFCONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATUREWHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANYUNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONALINFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTIONOR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJANHORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANYTHIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS ORFOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANYCONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DONOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT ORSERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANYHYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANYBANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BERESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTYPROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICETHROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT ANDEXERCISE CAUTION WHERE APPROPRIATE.
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, ORAGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT,CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDINGLOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USEOF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOUFOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALLTIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6)MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN STATE LAWS DO NOTALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OFCERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVEDISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONALRIGHTS.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon be coming aware of it.
We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OFELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONICDELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED ORCOMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at: privacy@movementhealthscience.com
You agree to comply with the following “Acceptable Use Policy” at all times while using the Services, Site, and/or the App.
You will not:
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The information on this website, including texts, graphics, images or other material, is for informational purposes only and may not be appropriate or applicable for your individual circumstances. This website does not provide medical, professional, or licensed advice and is not a substitute for consultation with a healthcare professional. You should seek medical advice from a qualified health care professional for any questions. Do not use this website for medical diagnosis or treatment. None of the content on this website represents or warrants that any particular device, procedure, or treatment is safe, appropriate or effective for you. To the extent that Baseline APS or Movement Health Science, Inc. provides any explicit or implied recommendation of any particular product or service, such recommendation is only a general recommendation that is not specific to any particular person or illness.