Sit Kicker Terms of Service
1. ACCEPTANCE OF TERMS; USE OF SERVICE
1.1. Governing Agreement
The terms of this agreement (“Terms of Service”) govern the relationship between you and Public Inc., with an office at 50 Wellington Street East, Suite 400, Toronto, Ontario, Canada, M5E 1C8 (hereinafter “Public”, “Us”, “We” or “Our”) with respect to Public’s Sit Kicker program (“Sit Kicker”). These Terms of Service will govern your use of Public’s Sit Kicker services, the Sit Kicker website (located at http://sitkicker.com) and mobile applications (collectively, the “Service” as more fully defined in section 2.1).
PLEASE READ THIS ENTIRE TERMS OF SERVICE CAREFULLY BEFORE USING, AND DURING USE OF, THE SERVICE. YOU SHOULD REVIEW THESE TERMS OF SERVICE FROM TIME-TO-TIME. BY USING THE SERVICE YOU ACKNOWLEDGE HAVING READ, UNDERSTOOD AND ACCEPTING THESE TERMS OF SERVICE, AND YOU AGREE TO BE BOUND BY THEM.
IF YOU ARE AGREEING TO THESE TERMS OF SERVICE ON BEHALF OF ANOTHER PERSON OR ENTITY, THEN YOU REPRESENT AND WARRANT TO US THAT YOU HAVE THE AUTHORITY TO BIND THAT PERSON OR ENTITY TO THESE TERMS OF SERVICE.
1.4. Accessing and Using the Service
The Service is not intended for children under the age of 13 and no person under the age of 13 may use the Service.
You, or your employer, must provide all equipment and software necessary to connect to the Service, including, but not limited to, a mobile device that is suitable to connect with and use the Service, in cases where the Service offers a mobile component.
You are responsible for any fees, including internet connection or mobile fees, that you incur when accessing or using the Service.
We reserves the right to suspend your access to the Service, in whole or in part, if We reasonably believe that you have used or accessed the Service in a manner that threatens the integrity of the Service or Our systems or equipment, or have contravened these Terms of Service, any applicable laws or any third party rights.
1.5 Grant of a Limited License to Use the Service
Subject to your agreement and continuing compliance with these Terms of Service and any other relevant policies, We grant you a non-exclusive, non-transferable, non-sublicensable, revocable limited license, subject to the limitations, terms and conditions contained in these Terms of Service, to access and use the Service solely for your own personal and non-commercial purposes. You agree not to use the Service for any other purpose. We reserve all other right, title and interest (including all intellectual property rights) in and to the Service, any part thereof, and any modifications, updates, fixes, adaptations and derivative works of any of the foregoing.
1.6. Use of the Service and Restrictions
You acknowledge that your use of the Service is voluntary. We are not a medical organization and We do not and will not give you any medical advice or diagnosis. Our purpose is to help users record how frequently they stand and motivate users. The information available through the Service and from any other service provided to you directly by Us should not be used to make any medical diagnosis or decisions, and is only to be used for educational and informational purposes. The Service should not be used or relied on for medical advice or opinions, nor does it contain or constitute medical advice or opinions. Always consult with a doctor or other recognized medical professional before starting a fitness program or if any activity is causing pain or serious discomfort. We cannot and do not guarantee any health, weight and/or fitness results or improvements as a result of using the Service.
The following restrictions apply to the use of the Service:
a. If you are between 13 years of age and the age of majority in the jurisdiction in which you reside, you must have permission of your parent or legal guardian and have them agree to these Terms of Service on your behalf;
b. If you have a condition that requires medical treatment, or are pregnant and/or breastfeeding/lactating, have an eating disorder, you may not use the Service without an approval from your physician or other licensed health adviser;
c. You shall not have more than one Account at any given time, and shall not create an Account using a false identity or information, or on behalf of someone other than yourself;
d. You shall not have an Account or use the Service if you have previously been removed by either Public or the program lead within your organization, or have been banned by either from participating in the Service or any portion thereof;
e. You shall use your Account and the Service only for non-commercial purposes in accordance with these Terms of Service and all applicable laws;
f. You shall not use your Account or the Service to advertise, or solicit, or transmit any commercial advertisements or commercial messages, including chain letters, junk e-mail or repetitive messages (spim and spam) to anyone;
g. You shall not use your Account or the Service to engage in any illegal or fraudulent conduct including the unauthorized distribution of copyrighted material;
h. You shall not rent, lease, sell, trade, gift, bequeath or otherwise transfer your Account to anyone without Our written permission;
i. You shall not access or use an Account which has been rented, leased, sold, traded, gifted, bequeathed, or otherwise transferred from the Account creator without Our permission;
j. If you use the Service from your employer’s account you shall comply with your employer’s terms of service/use as well as these Terms of Service;
k. You shall not (i) violate or attempt to violate the security of the Service; (ii) take any action or use the Service in any manner that could damage, disable, overburden, or impair the Service or Service infrastructure or disrupt or interfere with any other user’s use and enjoyment of the Service or Our ability to monitor or make available the Service; (iii) obtain or attempt to obtain unauthorized access to any part of the Service; or (iv) violate s.2.1 below; and
(l) You and, if applicable, your company shall use reasonable efforts to prevent unauthorized use of the Service and notify Us promptly upon becoming aware of any such unauthorized use.
You must immediately stop using the Service if you are not able to comply with the foregoing restrictions.
1.7. Account Information
1.8. Username and Password
When you create an Account you will be required to provide: i) your legal full name; ii) a valid email address; iii) a password created by you; and iv) any other mandatory information requested in order to create your Account (collectively, “Login Information”). The following rules govern the security of your Login Information:
a. You shall not share the Account or the Login Information, nor let anyone else access your Account or do anything else that might jeopardize the security of your Account;
b. In the event you become aware of or reasonably suspect any breach of security, including without limitation, any loss, theft, or unauthorized use or disclosure of the Login Information, you must immediately notify Public and, at the same time, modify your Login Information;
c. You are solely responsible for maintaining the confidentiality of the Login Information, and you will be responsible for all uses of the Login Information, including purchases, whether or not authorized by you; and
d. If your Account has been terminated for any reason, you may not re-register as a user without prior written consent of Public and, if applicable, your company, which consent in the case of Public may or may not be granted, at the sole discretion of Public;
We reserve the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates the third party’s rights or where Public, in their sole discretion, deems a username to be offensive or inappropriate.
1.9 Third Party Payment Processor
All payments are processed by Our third party Payment Processor (defined in Section 1.2 above). Such processing is governed solely by the Payment Processor’s terms of service, which are available at https://stripe.com/ca/privacy, and not these Terms of Service.
WE HAVE NO LIABILITY ARISING FROM YOUR USE OF SUCH PAYMENT PROCESSOR.
2.1. Service; Restrictions
The Service (including without limitation any designs, texts, pictures, video, graphics, titles, applications, software, computer code, themes, objects, characters, character names, stories, dialogue, catch phrases, concepts, artwork, animations, sounds, musical compositions, audio-visual effects, documentation, transcripts, character profile information, recordings and other materials available on or through the Service, and the selection and arrangement thereof) is, as between you and Us, owned by Public and is protected by Canadian and international copyright, trademark and other applicable laws.
You may not reproduce, republish, distribute, transmit, modify, create derivatives of, sell or otherwise make available to any third party, or reverse engineer or decompile the Service or any part thereof, in whole or in part, in any manner that is not authorized by Public in writing in each instance.
Neither your use of the Service nor these Terms of Service grant you any right, title or interest in or to, or any license to reproduce or otherwise use, the Public or Sit Kicker trademarks or service marks, or any other indicia of origin, appearing on the Service. Except as explicitly stated herein, Public reserves all rights, including without limitation, all intellectual property rights or other proprietary rights, in connection with the Service.
PUBLIC RESERVES THE RIGHT TO TERMINATE ANY ACCOUNT THAT HAS BEEN INACTIVE
FOR 180 DAYS.
Any feedback, ideas, recommendations or suggestions provided by users to Public regarding the Service or improvements or enhancements thereto, including new features or functionality, shall be deemed to be non-confidential and Public shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use, reproduce, modify, distribute, make derivative works of and incorporate same into the Service at Public’s sole discretion, without compensation or acknowledgement to you. Therefore, you hereby waive any and all moral rights you may have in any of the aforementioned.
2.5 Monitoring; Suspension and Termination
Public reserves the right, but is not obligated, to (without notice or liability to you):
a. Suspend or terminate any rights hereunder, your Account and your access to any or all portions of the Service upon any breach of these Terms of Service (and without limiting any other express termination provisions set forth herein);
c. Take any action it deems necessary to protect the rights, property or safety of users or others and/or the rights and property of Public; and/or
d. Notify any person or company paying for the Service on your behalf of any non-conformance with or breach by you of these Terms of Service and action taken, or any proposed action to be taken, by Public pursuant hereto.
The provisions of Section 2 (Ownership), Section 4 (Disclaimers, Limitation of Liability and Indemnification) and Section 5 (General Provisions), as well as any other provisions which by law or by its nature should survive including, without limitation, your responsibility for your User Content, will survive any termination, suspension or cancellation of the Service or your Account.
3. UPDATES TO THE SERVICE
You understand that the Service is an evolving one. Public may require that you accept updates to the Service. You acknowledge and agree that Public may update the Service with or without notifying you. You may need to update third party software from time to time in order to continue receiving the Service.
4. DISCLAIMERS / LIMITATION OF LIABILITY / INDEMNIFICATION
4.1. Disclaimer of Warranties
YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PUBLIC ON BEHALF OF ITSELF AND ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, RESELLERS, DISTRIBUTORS, THIRD PARTY SERVICE PROVIDERS, AND SUPPLIERS (COLLECTIVELY, “PUBLIC PARTIES”), DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABLE QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE.
WITHOUT LIMITING THE FOREGOING, NONE OF THE PUBLIC PARTIES WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR WILL ALWAYS BE SECURE; NOR DO ANY OF THE PUBLICPARTIES MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE OR AS TO THE QUALITY, ACCURACY, RELIABILITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY CONTENT, PRODUCTS OR SERVICES PROVIDED OR MADE AVAILABLE THROUGH THE SERVICE.
4.2. Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT THE PUBLIC PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THESE TERMS AND CONDITIONS, INCLUDING USE OF, OR INABILITY TO USE, THE SERVICE.UNDER NO CIRCUMSTANCES WILL THE PUBLIC PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID PUBLIC IN RESPECT OF YOUR USE OF THE SERVICE IN THE ONE HUNDRED AND EIGHTY DAYS (180) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.
YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID PUBLIC ANY AMOUNTS IN RESPECT OF YOUR USE OF THE SERVICE IN THE ONE HUNDRED AND EIGHTY DAYS (180) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH PUBLIC IS TO STOP USING THE SERVICE AND TO CANCEL YOUR ACCOUNT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS IN SECTIONS 4.1 AND 4.2 MAY NOT APPLY TO YOU. THE PUBLIC PARTIES (OTHER THAN US) ARE INTENDED THIRD-PARTY BENEFICIARIES OF THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS IN SECTIONS 4.1 AND 4.2 AND THE INDEMNITY IN SECTION 4.3.
4.3 Indemnity By You.
You agree to indemnify and hold harmless the Public Parties from and against any and all claims, actions, demands, liabilities, losses, costs and expenses arising out of the use of your Account and/or the Service, or your violation of these Terms of Service.
5. GENERAL PROVISIONS
5.2. Law and Forum for Legal Disputes
Any dispute arising out of or related to these Terms of Service or the Service shall be governed in all respects by the laws of the Province of Ontario, Canada, without regard to conflict of law provisions. You agree that any claim or dispute you may have against Public must be resolved exclusively by a court located in the City of Toronto, Ontario, Canada, except as otherwise agreed by the parties. You agree to submit to the jurisdiction of the courts located in the City of Toronto, Ontario, Canada for the purpose of litigating all such claims or disputes.
We may assign these Terms of Service, in whole or in part, to any person or entity at any time with or without your consent. You may not assign any rights or obligations under these Terms of Service without Our prior written consent, and any unauthorized assignment by you is ineffective. Subject to the foregoing, these Terms of Service will inure to the benefit of the parties and their respective successors and permitted assigns.
5.4. Supplemental Policies
We may publish additional policies related to specific services such as forums, contests or loyalty programs. Your right to use such services is subject to those specific policies and these Terms of Service.
5.5. Entire Agreement
5.6. No Waiver
The failure of Public to require or enforce strict performance by you of any provision of these Terms of Service or failure by Publicto exercise any right hereunder shall not be construed as a waiver or relinquishment of Public’sright to assert or rely upon any such provision or right in that or any other instance.
The express waiver by Publicof any provision, condition, or requirement of these Terms of Service shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
Any notices that you provide without compliance with this Section on Notices shall have no legal effect.
5.8. Equitable Remedies
You acknowledge that the rights granted and obligations made under these Terms of Service to Public are of a unique and irreplaceable nature, the loss of which may irreparably harm Public and which cannot be replaced by monetary damages alone so that Public shall be entitled to seek injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you.
You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of any Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Service or any content or other material used or displayed through the Service and agree to limit your claims to claims for monetary damages, limited by Section 4.2 (if any).
5.9. Force Majeure
The Public Parties shall not be liable for any delay or failure to perform resulting from causes or circumstances outside the reasonable control of the Public Parties, including without limitation, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, denial of service attacks, power failures, Internet service provider failure or delay, or shortages or unavailability of transportation facilities, fuel, energy, telecommunications, labor or materials.
5.10. Customer Service and Technical Support
Customer service and technical support is available via email at firstname.lastname@example.org in accordance with Public’s support terms and conditions in effect from time to time, if any.
5.11. Distribution of Third Party Content
We are distributors (and not a publisher) of content supplied by third parties and users. Any opinions, advice, statements, offers, or other information or content expressed or made available by third parties, including information providers and users, are those of the respective author(s) or such third parties and not of Public. None of the Public Parties guarantee the quality, accuracy, reliability, currency, completeness, or usefulness of any content made available on the Service, nor its merchantability or fitness for any particular purpose.
5.12 Third Party Websites and Services (including Payment Processor, Google and Apple)
For your convenience, We may provide links on the Service to various third party websites that may be of interest to you. However, We do not control or endorse such websites and are not responsible for any content, products or services available thereon, nor are We responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained within such websites. Please read the terms and conditions of use and privacy policies of any third party website you may link to from the Service. If you decide to access any third party site linked to the Service, you do so at your own risk. We reserve the right to terminate any such link at any time. We disclaim all warranties and conditions, express and implied, with respect to any such third party websites including as to the accuracy, quality, currency, reliability, validity or legality of any materials or information contained on such third party websites or any products or services available thereon.
Payment Processor, Apple Inc. and Google, Inc. and/or their applicable international subsidiaries and affiliates, will be third-party beneficiaries to this Agreement. Such entities are not parties to this Agreement and are not responsible for the provision or support of the Service, including Our application, in any manner.
Your use of the Service using applications developed for Apple iOS or Android mobile devices is subject to terms set forth in the Apple’s or Google’s terms of service (as applicable).
Payment processing is governed solely by Payment Processor’s terms of service, which are available at https://stripe.com/ca/legal.
5.13 Your Mobile Device
Our mobile application is made available to You by Us through Google Play (owned or operated by Google) and the App Store or iTunes (owned or operated by Apple Inc.), for use on a mobile device that complies with this Agreement and is owned or controlled by You (“Your Mobile Device”). Without limitation to any disclaimers in this Agreement, We do not endorse Your Mobile Device and provide no representations, warranties or conditions regarding Your Mobile Device.
The parties have required that these Terms of Service and all related documents be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.