LifePlus, Inc. and its subsidiaries and affiliates (collectively, “LifePlus”) provides: (a) a LIFELEAF user account website that may be accessed at https://webportal.lifeplus.ai/ (the “Site”), (b) a LIFELEAF mobile application (“App”); and (c) services, including subscription services that can be accessed using, and receive data from, LifePlus’s smartwatch product (“Product”) and otherwise through the Site and App (“SaaS Services”), all for use in conjunction with Products and in other ways that LifePlus provides. The term “Services” means the Site, App and the SaaS Services. The term “Embedded Software” means any embedded software on the Product, including any firmware.
These Terms of Service (“Terms”) govern your access to and use of the Services and Embedded Software. Please read these terms carefully. They require the use of binding arbitration to resolve disputes rather than jury trials or class actions. Please follow the instructions in the Dispute Resolution and Arbitration Section below if you wish to opt out of this provision. The term “you,” as used in these Terms, means any person or entity who accesses or uses the Services and any person or entity who creates an Account (as defined in Section 2(a)) and accepts these Terms. These Terms give you specific legal rights, and you may also have other legal rights in addition, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under these Terms will not apply to the extent prohibited by applicable law. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of these Terms may not apply to you.
Additionally, these Terms provided in Section 5 that certain terms and conditions apply with respect to recurring subscription charges for certain paid account types.
THIS IS A LEGAL AGREEMENT. BY ACKNOWLEDGING THESE TERMS OR BY ACCESSING AND USING THE SERVICES AND/OR EMBEDDED SOFTWARE, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT IN CONNECTION WITH THE ACCESS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO USE OR ACCESS THE SERVICES AND TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, YOU SHOULD DISCONNECT YOUR PRODUCTS FROM YOUR ACCOUNT (AS DESCRIBED BELOW) AND CEASE ACCESSING OR USING THE SERVICES AND THE EMBEDDED SOFTWARE.
AS DESCRIBED BELOW, YOU ARE CONSENTING TO AUTOMATIC SOFTWARE UPDATE OF THE SERVICES AND OF THE PRODUCTS CONNECTED TO THE SERVICES (INCLUDING THE EMBEDDED SOFTWARE). IF YOU DO NOT AGREE, YOU SHOULD NOT USE THE SERVICES.
AS DESCRIBED BELOW, SECTIONS 4 AND 5 DESCRIBE IMPORTANT LIMITATIONS OF THE SERVICES, ESPECIALLY IN CONNECTION WITH LIFE SAFETY AND CRITICAL USES. PLEASE READ THESE DISCLOSURES CAREFULLY, AS YOU ARE ACKNOWLEDGING THEM AND ACCEPTING THEM.
1. Overview, Eligibility, Customer Service, Term and Termination
(a) Overview and Relation to Other Agreements. These Terms govern your use of the Services and the Embedded Software. Your purchase of any Product is governed by the limited warranty provided with that Product, the warranty available at https://www.lifeplus.ai/Warranty.pdf (“Limited Warranty”) and these Terms. Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted on the Services in connection with such features. All additional guidelines, terms, or rules, and the LIFELEAF Privacy Policy (“Privacy Policy”) available at https://www.lifeplus.ai/Privacy_Policy.pdf, are incorporated by reference into these Terms and you are agreeing to accept and abide by them by using the Services and the Embedded Software.
(b) Eligibility. You may use the Services and the Embedded Software only if you are age 18 and older and can form a binding contract with LifePlus, and only if you are in compliance with these Terms and all applicable local, state/provincial, national, and international laws, rules, and regulations. Only individuals aged 18 and older are permitted to act as owners of LifePlus Accounts. Any use or access to the Services or Embedded Software by individuals under the age of 18 is strictly prohibited and is a violation of these Terms. The Services and Embedded Software are not available to any users previously prohibited from using the Services or Embedded Software by LifePlus.
(c) Customer Service. If you have any questions or concerns regarding the Products, the Services, the Embedded Software or these Terms, please contact LifePlus.
(d) Term and Termination. These Terms will remain in full force and effect so long as you continue to access or use the Services and/or Embedded Software, or until terminated in accordance with the provisions of these Terms. At any time, LifePlus may (i) suspend or terminate your rights to access or use the Services and/or Embedded Software, or (ii) terminate these Terms with respect to you if LifePlus in good faith believes that you have used the Services in violation of these Terms, including any incorporated guidelines, terms or rules. If you transfer a Product to a new owner, your right to use the Services and Embedded Software with respect to that Product automatically terminates, and the new owner will have no right to use the Product, Services and/or Embedded Software under your Account (as described below) and will need to register for a separate Account with LifePlus. Note that deleting the App from your device will not terminate your Account, but you may terminate your Account and these Terms as set forth in Section 5 below.
(e) Effect of Termination. Upon termination of these Terms, your Account and your right to use the Services will automatically terminate.
2. Accounts
(a) Your Account. To use the Services, you must register for a user account (“Account”) and provide certain information about yourself as prompted by the applicable registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Services does not violate any U.S. or other applicable law or regulation (e.g., you are not located in an embargoed country or are not listed as a prohibited or restricted party under applicable export control laws and regulations). You are entirely responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account. You agree to use “strong” passwords (passwords that use a combination of upper- and lower-case letters, numbers and symbols) with your Account, and to maintain your password securely to prevent others from gaining access without your permission. You agree to immediately notify LifePlus of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. LifePlus is not liable for any loss or damage arising from your failure to comply with the above requirements. You are responsible for the actions and omissions of anyone using your Products and the Services with your Account Credentials.
3. Access to Services
(a) Access and Use. Subject to these Terms, LifePlus grants you a non-transferable, revocable, non-exclusive, right (without the right to sublicense) to access and use the Services in connection with, and solely for the purpose of, monitoring the data collected from the Products you own, in the manner enabled by LifePlus (the “Permitted Purpose”). If you have downloaded the App, then the Permitted Purpose includes the right to use the App on a compatible mobile device. If you are using the App on an Apple, Inc. (“Apple”) iOS device, the foregoing license is further limited to use permitted by the Usage Rules set forth in Apple’s App Store Terms of Service.
(b) Automatic Software Updates. LifePlus may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Services and/or the Embedded Software (“Updates”). These may be automatically installed without providing any additional notice or receiving any additional consent. You consent to this automatic update. If you do not want such Updates, your remedy is to terminate your Account and stop using the Services and the Product (including the Embedded Software). If you do not terminate a previously created Account, you will receive Updates automatically. You acknowledge that you may be required to install Updates to use the Services and the Product (including the Embedded Software) and you agree to promptly install any Updates LifePlus provides. Your continued use of the Services and the Product (including the Embedded Software) is your agreement – (i) to these Terms with respect to the Services, and (ii) to the End User License Agreement with respect to updated Product Software.
(c) Certain materials may be displayed or performed on the Services (including, but not limited to text, graphics, articles, photographs, video, images, and illustrations (“Content”). The Content also includes information that you and other users provide us in the course of using the Services (collectively, “User Submissions”), which we may use to provide, maintain and improve the Services. Some content may be visible to others (for example, the Service allows you to upload, post, or otherwise share video content). You may also post feedback, comments, questions, or other information on the Sites. You are solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services, or that you contribute in any manner to the Services; you represent and warrant that you have all rights necessary to do so, in the manner in which you contribute it; and you license to LifePlus all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the Service pursuant to these Terms. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right. LifePlus reserves the right to remove any Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have breached the immediately preceding sentence), or for no reason at all.
(d) Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (i) you agree not to license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services or Embedded Software; (ii) you agree not to modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services or Embedded Software; (iii) you agree not to access the Services or Embedded Software in order to build a similar or competitive service or software; (iv) except as expressly stated herein, no part of the Services or Embedded Software may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means; (v) you agree not to upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer or communication network, computer, handheld mobile device, data, the Services, the Product, the Embedded Software, or any other system, device or property; (vi) you agree not to interfere with, disrupt, or attempt to gain unauthorized access to, the servers or networks connected to the Services or violate the regulations, policies, or procedures of such networks; (vii) you agree not to access (or attempt to access) any of the Services or Embedded Software by means other than through the interface that is provided by LifePlus; and (viii) you agree not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with the Services or the Embedded Software. Any future release, update, or other addition to functionality of the Services or Embedded Software shall be subject to these Terms.
(e) Open Source. Certain items of independent, third party code may be included in the Services that are subject to the GNU General Public License (“GPL”) or other open source licenses (“Open Source Software”). The Open Source Software is licensed under the terms of the license that accompanies such Open Source Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for such Open Source Software. In particular, nothing in these Terms restricts your right to copy, modify, and distribute such Open Source Software, if any, that is subject to the terms of the GPL.
(f) Privacy. Please review the Privacy Policy, as it describes practices regarding the information that LifePlus may collect from users of the Products and Services, including any of Your Data, Content or User Submissions.
(g) Security. LifePlus cares about the integrity and security of your personal information. However, LifePlus cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
(h) Modification. LifePlus reserves the right, at any time, to modify, suspend, or discontinue the Services or any part thereof with or without notice. You agree that LifePlus will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof.
(i) Access Outside Certain Countries. Although the Site is accessible worldwide, the Products and Services provided or accessed through or on the Site are not available to all persons or in all countries. If you choose to access the Site from outside a country in which LifePlus supports the Product and Services (“Target Country”), you do so on your own initiative and you are solely responsible for complying with applicable local laws in your country. You understand and accept that the Services and Products are not designed for use in a non-Target Country and some or all of the features of the Services and Products may not work or be appropriate for use in such a country. To the extent permissible by law, LifePlus accepts no responsibility or liability for any damage or loss caused by your accessing or use of the Services or Products in a non-Target Country. You will be bound by these Terms wherever you access or use the Services or Products.
(j) Mobile Services; SMS. Use of the App may require usage of data and messaging services provided by your wireless service carrier. In particular, the App may use SMS messaging to provide you information relating to your use of the App. You hereby consent to receiving such messages. You acknowledge and agree that you are solely responsible for data usage fees, messaging fees and any other fees that your wireless service carrier may charge in connection with your use of the App.
4. Embedded Software.
(a) Embedded Software. Subject to these Terms, LifePlus hereby grants to you a non-exclusive, non-transferable and non-sublicensable license to use the Embedded Software, in executable form only, and any accompanying documentation, only for your personal use in connection with the Products, in the Target Countries, and only as authorized in these Terms.
i. Embedded Software Limitations. Buyer shall use any Embedded Software solely for execution on the unit of Product originally delivered to Buyer with such Embedded Software installed, or any replacement unit provided under a warranty from LifePlus. Any Update of such Embedded Software that LifePlus determines to make available to you shall, upon installation, form part of the Embedded Software hereunder, subject to any additional or difference license terms as described below.
ii. License Exclusion. Notwithstanding any other provision of this Terms, except as may otherwise be required by applicable law, no license is granted for installation or use of any Embedded Software or associated Update on any Product resold by anyone who is not an authorized reseller of LifePlus for such Product.
iii. Single Product. Buyer’s license to any Embedded Software is limited to a license to use such Embedded Software on one (1) Product for each Product purchased from LifePlus or LifePlus’s authorized reseller.
(b) Updates.
i. Updates. LifePlus may from time to time make available Updates to any Embedded Software made available to you, provided that any Updates which constitute upgrades of the Embedded Software’s functionality may be subject to additional fees and/or additional or different license terms.
ii. Limitation. Except as expressly provided in these Terms, Buyer shall have no rights in any Update to Embedded Software, nor any rights to support services associated with such Embedded Software.
iii. No Obligation. Nothing in these Terms requires LifePlus to provide Updates to Buyer or Buyer to accept any such Updates which constitute upgrades and are subject to additional fees and/or additional or different license terms.
(c) Legal Exception. You agree that, to the extent that any applicable law (including without limitation national laws implementing 2009/24/EC on the Legal Protection of Computer Programs) grants you the right to reverse engineer any Embedded Software to make it interoperable without LifePlus’s consent, before you exercise any such rights, you shall notify LifePlus of such desire and, no later than sixty (60) days following receipt of such request, LifePlus may decide either to: (a) perform the work to achieve such interoperability and charge its then-standard rates for such work to you; or (b) permit you to reverse engineer parts of such Embedded Software only to the extent necessary to achieve such interoperability. Only if and after LifePlus, at its sole discretion, partly or completely denies your request, shall you exercise your statutory rights.
(d) Third Party Software. You acknowledge and agree that the access and use of any Embedded Software (or certain features thereof) may involve access and/or use of third party software. You shall comply with the terms and conditions applicable to any such third party software, in addition to these Terms.
5. Payments
(a) General. Payment processing for the Services is provided by such third-party payment processors LifePlus may utilize from time to time (each, a “Payment Processor”). LifePlus does not collect or store your credit card information. You can find out more about our privacy practices in the Privacy Policy. By providing a credit card or other payment method accepted by LifePlus and using the Services, you represent and warrant that you are authorized to use the designated payment method. If the payment method you provide cannot be verified, is invalid or is otherwise not acceptable, your account may be suspended or cancelled. You must resolve any problem we or our Payment Processor encounter in order to proceed with your use of your account.
(b) Fees for Services Account. By signing up for any paid Services account and providing your payment information, you agree to pay us (and authorize our Payment Processor to charge you) the recurring and/or nonrecurring fees as displayed to you at the time you create your account and as may be modified from time to time as described in these Terms, as well as any other fees you expressly choose to incur in connection with your use of the Services. Unless otherwise specified upon enrollment, for subscription products or services, your payment method will be authorized for up to a month for the applicable Services account type and on a monthly basis thereafter until you cancel the subscription. You acknowledge and agree that the payment method provided by you will be automatically charged the fees you incur in connection with your use of the Services, and represent and warrant that you have all necessary rights relating to such payment instrument to authorize LifePlus to make such charges. Your use of the Services may be suspended if we are unable to charge such payment instrument for any reason or if your account is otherwise past due. The fees applicable to your account may be subject to modification from time to time pursuant to notice (which may be given via e-mail) provided by us at least thirty (30) days in advance of the payment date for which the modification would be effective. You may at any time cancel your account as set forth below if you do not agree to any modified fees. All fees must be paid in U.S. dollars (or such other currency(ies) which may be accepted by LifePlus from time to time, as indicated at the time of payment) and are non-refundable.
(c) Cancellation of Services Account. YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME BY CONTACTING US AT SUPPORT@LIFEPLUS.AI OR BY DOWNGRADING YOUR ACCOUNT IN THE SETTINGS SECTION ON THE SERVICES, IF SUCH FUNCTIONALITY IS AVAILABLE. IF YOU CANCEL YOUR SUBSCRIPTION, YOU MAY STILL USE YOUR SUBSCRIPTION UNTIL THE END OF YOUR THEN-CURRENT SUBSCRIPTION MONTH. TO NOT BE CHARGED FOR YOUR SUBSCRIPTION FOR THE FOLLOWING SUBSCRIPTION MONTH, YOU MUST CANCEL YOUR SUBSCRIPTION AT LEAST THIRTY (30) DAYS PRIOR TO THAT MONTH, OR YOU WILL OTHERWISE BE CHARGED FOR THAT MONTH’S SUBSCRIPTION. ALL CANCELLATION REQUESTS RECEIVED LESS THAN THIRTY (30) DAYS BEFORE THE FOLLOWING SUBSCRIPTION MONTH WILL APPLY TO THE FOLLOWING CYCLE.
6. Agreed Usage and Limitations of LifePlus Services
(a) Intended Use of LifePlus Services. The Services and Embedded Software are intended to be accessed and used for non-time-critical information and control of Products. While we aim for the Services to be highly reliable and available, they are not intended to be reliable or available 100% of the time. The Services are subject to sporadic interruptions and failures for a variety of reasons beyond LifePlus’s control, including Wi-Fi intermittency, service provider uptime, mobile notifications and carriers, among others. You acknowledge these limitations and agree that LifePlus is not responsible for any damages allegedly caused by the failure or delay of the Services.
(b) No Life-Safety or Critical Uses of the Services. You acknowledge and agree that the Products and Services are not medical devices and should not be used as a substitute for professional medical judgment. The Products and Services are not designed or intended for use in the diagnosis of disease or other conditions, or in the cure, mitigation, treatment, or prevention of any condition or disease. Please consult your healthcare provider prior to making any decisions related to your health. LifePlus makes no warranty or representation that use of the Products or Services will affect or increase any level of safety. YOU UNDERSTAND THAT THE PRODUCTS AND SERVICES NOT A MONITORED EMERGENCY SYSTEM — LIFEPLUS WILL NOT DISPATCH EMERGENCY AUTHORITIES TO YOUR HOME IN THE EVENT OF AN EMERGENCY.
(c) Reliability of Notifications. You acknowledge that the Services are not intended to be 100% reliable and 100% available. We cannot and do not guarantee that you will receive notifications in any given time or at all. YOU AGREE THAT YOU WILL NOT RELY ON THE SERVICES FOR ANY LIFE SAFETY OR CRITICAL PURPOSES.
(d) Temporary Suspension. The Services may be suspended temporarily without notice for security reasons, system failure, maintenance and repair, or other circumstances. You agree that you will not be entitled to any refund or rebate for such suspensions. LifePlus does not offer any specific uptime guarantee for the Services.
(e) All information publicly posted or privately transmitted through the Services is the sole responsibility of the person from which (or from whose account) such Content originated and LifePlus will not be liable for any errors or omissions in any Content. LifePlus cannot guarantee the identity of any other users with whom you may interact in the course of using the Services. Additionally, we cannot guarantee the authenticity of any data that users or merchants may provide about themselves. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services.
(f) You warrant, represent and agree that you will not contribute any Content or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) impersonates any person or entity, including without limitation any employee or representative of LifePlus; (v) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program; (vi) jeopardizes the security of your LifePlus Account or anyone else’s Account (such as allowing someone else to log in to the Services as you); (vii) attempts, in any manner, to obtain the password, account, or other security information from any other user; (viii) violates the security of any computer network, or cracks any passwords or security encryption codes; (ix) runs Maillist, Listserv, or any form of auto-responder or “spam” on the Services, or any processes that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure); (x) copies or stores any significant portion of the Content; or (xi) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
7. Limitations of LifePlus Services Due to Third Parties
(a) General. LifePlus Services rely on or interoperate with third party products and services. These third-party products and services are beyond LifePlus’s control, but their operation may impact or be impacted by the use and reliability of the LifePlus Services. You acknowledge and agree that: (i) the use and availability of the Services is dependent on third party product vendors and service providers, (ii) these third-party products and services may not operate in a reliable manner 100% of the time, and they may impact the way that the LifePlus Services operate, and (iii) LifePlus is not responsible for damages and losses due to the operation of these third-party products and services.
(b) Third Party Service Providers Used By LifePlus. You acknowledge that LifePlus uses third party service providers to enable some aspects of the Services – such as, for example, data storage, synchronization, and communication through Amazon Web Services, and mobile device notifications through mobile operating system vendors and mobile carriers. YOU AGREE NOT TO RELY ON THE SERVICES FOR ANY LIFE SAFETY OR TIME-CRITICAL PURPOSES.
(c) Equipment, ISP, and Carrier. You acknowledge that the availability of the Services is dependent on (i) your computer, mobile device, Internet connection, Bluetooth connection, and other related equipment (“Equipment”), (ii) your Internet service provider (“ISP”), and (iii) your mobile device carrier (“Carrier”). You acknowledge that you are responsible for all fees charged by your ISP and Carrier in connection with your use of the Services. You also acknowledge that you are responsible for compliance with all applicable agreements, terms of use/service, and other policies of your ISP and Carrier.
(d) Third Party Website Links and Referrals. The Site may contain links to other web sites operated by third parties (“Third Party Sites”) and referrals to third party vendors (“Referred Vendors”). Such Third Party Sites and Referred Vendors are not under our control. LifePlus provides these links and referrals only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third Party Sites or Referred Vendors. Your use of these Third Party Sites is at your own risk.
(e) Release Regarding Third Parties. LifePlus is not responsible for third parties or their products and services, including, without limitation, Third Party Products and Services, Third Party Sites, Referred Vendors, Equipment, ISPs, and Carriers. LifePlus hereby disclaims and you hereby discharge, waive and release LifePlus and its licensors and suppliers from any past, present, and future claims, liabilities, and damages, known or unknown, arising out of or relating to your interactions with such third parties and their products and services. YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION.
8. Ownership and Intellectual Property
(a) LifePlus Property. You acknowledge that all intellectual property rights, including without limitation copyrights, patents, trademarks, and trade secrets, in the Product, Embedded Software, and Services are owned by LifePlus or its affiliates or our licensors. Your possession, access, and use of the Product, Embedded Software, and Services do not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. LifePlus and its affiliates and licensors and suppliers reserve all rights not granted in these Terms. You are granted a right to use the Services, and a license to use the Embedded Software under these Terms, and neither the Services nor the Embedded Software is sold to you under these Terms.
You may only copy parts of the Services (including this Site) on to your own computer for your own personal use. You may not use the content of the Services in any other public or commercial way nor may you copy or incorporate any of the content of the Services into any other work, including your own web site without the written consent of LifePlus. You must have a license from us before you can post or redistribute any portion of the Services. Other than with respect to Your Data and User Submissions, LifePlus retains full and complete title to all content on the Services, including any downloadable software and all data that accompanies it. You must not copy, modify or in any way reproduce or damage the structure or presentation of the Services or any content therein.
(b) Feedback. You may choose to, or LifePlus may invite you to submit comments, suggestions, or ideas about the Products or Services, including how to improve the Products or Services (“Ideas”). By submitting any Ideas, you agree that your submissions are voluntary, gratuitous, unsolicited, and without restriction and will not place LifePlus under any fiduciary or other obligation. LifePlus may use, copy, modify, publish, or redistribute the submission and its contents for any purpose and in any way without any compensation to you. You also agree that LifePlus does not waive any rights to use similar or related ideas previously known to LifePlus, developed by its employees, or obtained from other sources.
(c) Your Data. In connection with the operation of your Product(s), your Product will capture certain data and information, as more fully described in the Privacy Policy (“Your Data”). We will store, access and use Your Data in accordance with the Privacy Policy. As between the parties, you shall own all right, title and interest in and to Your Data. You hereby grant LifePlus a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicenseable and transferable license to use, reproduce, modify, create derivative works of, display, perform and transmit Your Data in connection with: (i) your use of the Service and for otherwise performing LifePlus’ obligations hereunder; (ii) improving the Services and LifePlus’ products and services; (iii) on an aggregate or anonymized basis in the provision of the Services to our other customers; and (iii) as required by law or legal process. Except as expressly provided for in the foregoing sentence, LifePlus will not, share or transmit any of Your Data in any form or format to any third party without your prior written consent, except that LifePlus may provide Your Data to our third-party contractors and service providers for use on our behalf as contemplated hereunder.
(d) User Submissions. You hereby grant us with a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicenseable and transferable right to access, display, or otherwise use your User Submissions (including all related intellectual property rights) solely in connection with providing you the Services and as directed by you. You also hereby do and shall grant each user of the Services a non-exclusive license to access and use your User Submissions through the Services and as permitted through the functionality of the Services and under these Terms. Furthermore, you understand that we retain the right to reformat, modify, create derivative works of, excerpt, and translate any User Submissions submitted by you. For clarity, the foregoing license grant to LifePlus does not affect your ownership of or right to grant additional licenses to the material in your User Submissions, unless otherwise agreed in writing.
9. Indemnity
You agree to defend, indemnify and hold LifePlus and its licensors and suppliers harmless from any damages, liabilities, claims or demands (including costs and attorneys’ fees) made by any third party due to or arising out of (i) your use of the Products (including Embedded Software) or Services, (ii) your violation of these Terms, (iii) any of Your Data or User Submissions or Feedback you provide; or (iv) your violation of any law or the rights of any third party. LifePlus reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify LifePlus and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without LifePlus’s prior written consent. LifePlus will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
10. Apple
You hereby acknowledge and agree that Apple, Inc.: (i) is not a party to these Terms; (ii) has no obligation whatsoever to furnish any maintenance or support services with respect to the App; (iii) is not responsible for addressing claims by you or any third party relating to the App, including any product liability claims, claims under consumer protection laws or claims under any other law, rule or regulation; (iv) has no responsibility to investigate, defend, settle or discharge any claim that the App or use thereof infringes any third party intellectual property rights; and (v) is a third party beneficiary of these Terms with the right to enforce its terms against you directly.
11. Warranty Disclaimers
(a) THE WARRANTY FOR THE PRODUCT AND EMBEDDED SOFTWARE ARE SET FORTH IN THE LIMITED WARRANTY.
(b) THE SERVICES ARE PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND “AS AVAILABLE” AND LIFEPLUS AND OUR LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.
(c) LIFEPLUS AND OUR LICENSORS AND SUPPLIERS MAKE NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES, PRODUCTS OR EMBEDDED SOFTWARE: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE COMPATIBLE WITH YOUR COMPUTER OR MOBILE DEVICE; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LIFEPLUS OR THOUGH THE SERVICES SHALL CREATE ANY WARRANTY.
(d) LIFEPLUS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH OR IN CONNECTION WITH THE PRODUCTS OR SERVICES (INCLUDING, BUT NOT LIMITED TO, THIRD PARTY PRODUCTS AND SERVICES CONNECTED WITH THE PRODUCTS OR SERVICES) OR ANY HYPERLINKED WEBSITE OR SERVICE, AND LIFEPLUS WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF SUCH PRODUCTS OR SERVICES.
(e) LIFEPLUS MAKES NO REPRESENTATIONS CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES OR PRODUCTS, AND LIFEPLUS WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICES OR PRODUCTS. LIFEPLUS MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF SERVICES OR PRODUCTS OFFERED OR PURCHASED THROUGH THE SERVICES OR PRODUCTS.
12. Limitation of Liability
Nothing in these Terms and in particular within this “Limitation of Liability” clause shall attempt to exclude liability that cannot be excluded under applicable law.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL (A) LIFEPLUS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE SERVICES OR THE PRODUCTS (INCLUDING EMBEDDED SOFTWARE), EVEN IF LIFEPLUS KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) LIFEPLUS’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE SERVICES AND THE PRODUCTS (INCLUDING EMBEDDED SOFTWARE), WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY YOU TO LIFEPLUS OR LIFEPLUS’S AUTHORIZED RESELLER FOR THE SERVICES OR THE PRODUCT (INCLUDING EMBEDDED SOFTWARE) AT ISSUE IN THE PRIOR 12 MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. LIFEPLUS DISCLAIMS ALL LIABILITY OF ANY KIND OF LIFEPLUS’S LICENSORS AND SUPPLIERS. UNDER NO CIRCUMSTANCES WILL LIFEPLUS BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED IN CONNECTION WITH USE OF OR EXPOSURE TO ANY CONTENT POSTED, EMAILED, ACCESSED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES OR PRODUCTS.
13. Dispute Resolution and Arbitration
(a) Agreement to Arbitrate. This Section 13 is referred to herein as the “Arbitration Agreement.” The parties that any and all controversies, claims, or disputes between you and LifePlus arising out of, relating to, or resulting from these Terms, shall be subject to binding arbitration pursuant to the terms and conditions of this Arbitration Agreement, and not any court action (other than a small claims court action to the extent the claim qualifies). The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
(b) Class Action Waiver. THE PARTIES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).
(c) Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures (the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would, including without limitation, the limitation of liability provisions in Section 12. You may visit http://www.adr.org for information on the AAA and http://www.adr.org/fileacase for information on how to file a claim against LifePlus.
(d) Venue. The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or LifePlus may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on each party, but subject to the arbitrator’s discretion to require an in-person hearing if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by either or both parties unless the arbitrator requires otherwise.
(e) Governing Law. The arbitrator will decide the substance of all claims in accordance with the laws of the state of California, without regard to its conflicts of laws rules, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Services or Product users but is bound by rulings in prior arbitrations involving you to the extent required by applicable law.
(f) Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees“) will be governed by the AAA’s Rules. Each party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees.
(g) Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.
(h) Severability. If a court decides that any term or provision of this Arbitration Agreement other than Section 13(b) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court decides that any of the provisions of Section 13(b) is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of these Terms will continue to apply.14. Digital Millennium Copyright Act
(a) If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): (i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; (iv) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail; (v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(b) LifePlus’s designated Copyright Agent to receive notifications of claimed infringement is Copyright Agent – Attention Intellectual Property Management, LifePlus Inc., 1625 The Alameda, Suite 406, San Jose, CA 95126, United States, IP@lifeplus.ai, +1 (408) 564-7732. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to LifePlus customer service through support@lifeplus.ai. You acknowledge that if you fail to comply with all of the requirements of this Section 14(b), your DMCA notice may not be valid.
(c) Counter-Notice. If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to the Copyright Agent: (i) Your physical or electronic signature; (ii) Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled; (iii) A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and (iv) Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in San Francisco, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
(d) If a counter-notice is received by the Copyright Agent, LifePlus may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at LifePlus’s sole discretion.
15. General
(a) Changes to these Terms. LifePlus reserves the right to make changes to these Terms. We’ll post notice of modifications to these Terms on this page. You should ensure that you have read and agree with our most recent Terms when you use the Services or Products. Continued use of the Services or Products following notice of such changes shall indicate your acknowledgment of such changes and agreement to be bound by the revised Terms.
(b) Governing Law. The courts in some countries will not apply California law to some types of disputes. If you reside in one of those countries, then where California law is excluded from applying, your country’s laws will apply to such disputes related to these terms. Otherwise, you agree that these Terms, and any claim, dispute, action, cause of action, issue, or request for relief arising out of or relating to these Terms or your use of the Products and Services shall be governed by the laws of the State of California without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the state and federal courts in or for Santa Clara County, California for the purpose of litigating all such claims or disputes, unless such claim or dispute is required to be arbitrated as set forth in an above Section.
(c) Protection of Confidentiality and Intellectual Property Rights. Notwithstanding the foregoing, LifePlus may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.
(d) Entire Agreement/Severability. These Terms constitute the entire agreement between you and LifePlus regarding the use of the Services. Any failure by LifePlus to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The Section titles in these Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Neither party is an agent or partner of the other party.
(e) Survivability. The obligations in Sections 3(d), 5, 6, 7, 8, 9, 10, 11, 12, 13, and 15 will survive any expiration or termination of these Terms.
(f) Assignment. These Terms, and any associated rights or obligations, may not be assigned or otherwise transferred by you without LifePlus’s prior written consent. These Terms may be assigned by LifePlus without restriction. These Terms are binding upon any permitted assignee.
(g) Notifications. LifePlus may provide notifications to you as required by law or for marketing or other purposes via (at its option) email to the primary email associated with your Account, mobile notifications, hard copy, or posting of such notice on https://www.lifeplus.ai/notices. LifePlus is not responsible for any automatic filtering you or your network provider may apply to email notifications. LifePlus recommends that you add @[lifeplus.ai] email addresses to your email address book to help ensure you receive email notifications from LifePlus.
(h) Disclosures. LifePlus’s address is 1625 The Alameda, Suite 406, San Jose, CA 95126, United States. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952‑5210.
(i) Copyright/Trademark Information. Copyright © 2024, LifePlus, Inc. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Services and Products are the property of LifePlus or of their respective holders. You are not permitted to use any of the Marks without the applicable prior written consent of LifePlus or such respective holders. LifePlus reserves the right to alter product and services offerings, specifications, and pricing at any time without notice, and is not responsible for typographical or graphical errors that may appear in this or in related documents.