Your continued use of the Websites and the Service following Spryfit’s posting of revised terms of any section of the Agreement will constitute your express and binding acceptance of and consent to the revised Agreement.PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.Electronic Agreement.
This Agreement is an electronic contract that sets out the legally binding terms of your use of the Websites and the Service. This Agreement may be modified by Spryfit from time to time, such modifications to be effective upon posting by Spryfit on the Websites. By accessing and/or using the Websites or becoming a Member, you accept this Agreement and agree to the terms, conditions and notices contained or referenced herein.
1. Access and Retention. In order to access and retain this electronic Agreement, you must have access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must use all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of this document for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program.
2. Eligibility. You must be at least eighteen (18) years of age. By using the Websites, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.
3. Non-commercial Use by Members. The Websites are for the personal use of individual Members only and may not be used in connection with any commercial endeavor as organizations, companies, and/or businesses may not become Members and should not use the Service or the Websites for any purpose. Illegal and/or unauthorized uses of the Websites include, but are not limited to, collecting usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email, unauthorized framing of or linking to the Websites, sharing or disclosing your username or password to any third party or permitting any third party to access your account, attempting to impersonate another user or person, use of the Websites in any fraudulent or misleading manner, any automated use of the system, such as scraping the Websites, automated scripts, spiders, robots, crawlers, data mining tools or the like, interfering with, disrupting, or creating an undue burden on the Websites or the networks or services connected to the Websites, and using the Websites in a manner inconsistent with any and all applicable laws and regulations. Illegal and/or unauthorized use of the Websites may be investigated, and appropriate legal action may be taken, including without limitation, civil, criminal, and injunctive redress. Use of the Websites and Service is with the permission of Spryfit, which may be revoked at any time, for any reason, in Spryfit’s sole discretion.
4. Account Security. You are responsible for maintaining the confidentiality of the username and password that you designate during the registration process, and you are fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify Spryfit of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Spryfit will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. If you share your computer with others, you may wish to consider disabling your auto-sign in feature if you have it linked to your Spryfit account.
5. Your Use of the Websites
a. You must not copy or capture, or attempt to copy or capture, any content from the Websites or any part of the Websites, unless given express permission by Spryfit.
b. You must not copy, republish, adapt, make available or otherwise communicate to the public, display, perform, transfer, share, distribute or otherwise use or exploit any content on or from the Service.
c. You must not use any content in any way that is designed to create a separate content service or that replicates any part of the Websites’ offering.
d. You must not employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any content.
e. You must not alter or remove, or attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Websites or any content appearing on the Websites.
f. You must not, and must not permit any third party to, copy or adapt the object code of the Websites, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Websites, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to content.
g. You must not use the Websites to upload, post, store, transmit, display, copy, distribute, promote, share, make available or otherwise communicate to the public and/or other users:
● any content that is offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, that promotes violence, terrorism, or illegal acts, incites hatred on grounds of race, gender, religion or sexual orientation, or is otherwise objectionable in Spryfit's sole and reasonable discretion;
● any information, content or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information or any other right; or
● any content that violates, breaches or is contrary to any law, rule, regulation, court order or is otherwise is illegal or unlawful in Spryfit's sole and reasonable opinion;
● any material of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which will or might overburden, impair or disrupt the Websites or servers or networks forming part of, or connected to, the Websites, or which does or might restrict or inhibit any other user's use and enjoyment of the Websites; or
● any unsolicited or unauthorized advertising, promotional messages, spam or any other form of solicitation.
i. You must not commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or regulation.
j. You must not rent, sell or lease access to the Websites, or any content on the Websites.
k. You must not deliberately impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person.
l. You must not stalk, exploit, threaten, abuse or otherwise harass another user, or any Spryfit employee. If we feel that your behavior towards any of our employees is at any time threatening or offensive, we reserve the right to immediately terminate your membership.
m. You must not sell or transfer, or offer to sell or transfer, any Spryfit account to any third party without the prior written approval of Spryfit.
n. You must not collect or attempt to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping.
q. You must not place predictions or wagers on other users’ activity. Spryfit is intended solely for users to measure their own performance. You further acknowledge and agree that THE SERVICE MAY NOT BE USED FOR ANY FORM OF GAMBLING.r. You agree that, should there be a discrepancy between data that you manually input and data automatically recorded by the Service (for example, number of calories burned), the automatically recorded information will control. We will not accept data that you manually created as proof of your activity on the Service.
6. Term. This Agreement will remain in full force and effect while you use the Websites and/or Service. Spryfit may terminate your membership for any reason by sending notice to you at the email address you provide in your application for membership, or such other email address as you may later provide to Spryfit. All decisions regarding the termination of accounts shall be made in the sole discretion of Spryfit. Spryfit is not required to provide you notice prior to terminating your membership. Spryfit is not required, and may be prohibited, from disclosing a reason for the termination of your account. Even after your membership is terminated, this Agreement will remain in effect. All terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination.
7. Billing; Subscriptions.
a. General. You agree to pay Spryfit all charges at the then-current prices for any use of the Service, whether by yourself or other person(s) (including your agent(s)) using your account (your “Billing Account”). You authorize Spryfit to charge your chosen payment provider (your “Payment Method”) for the Service. You agree to make payment using your selected Payment Method. We reserve the right to correct any errors or mistakes that we make even if we have already requested or received payment.
b. Recurring Billing. Our subscription plans to the Service consist of an initial period, for which there is a single charge, followed by recurring charges as agreed to by you (e.g., monthly, quarterly, etc). By entering into this Agreement, you acknowledge that your subscription has an initial and recurring payment feature, and you accept responsibility for, and agree to pay, all recurring charges prior to cancellation. Spryfit may submit periodic charges without further authorization from you, until you provide prior notice (confirmed in writing by Spryfit) that you have terminated this authorization or wish to change your payment method. Such notice will not affect charges submitted before Spryfit could reasonably act. For your convenience, we take your payment information so that your Spryfit membership will not be interrupted. We automatically renew your membership at the level you selected. Your Spryfit subscription will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional subscription rate (if applicable). You may cancel your subscription on the Websites or by emailing us at firstname.lastname@example.org. If you resign, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.
c. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY SPRYFIT IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE SPRYFIT ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT SPRYFIT MAY CONTINUE CHARGING YOU FOR ANY USE OF THE SERVICE UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR SUBSCRIPTION FOR THE SERVICE (CONFIRMED BY YOU IN WRITING UPON REQUEST BY SPRYFIT).
d. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method.
e. Reaffirmation of Authorization. Your non-termination or continued use of the Service reaffirms that Spryfit is authorized to charge your Payment Method. Spryfit may submit those charges for payment and you will be responsible for such charges. This does not waive Spryfit’s right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially subscribed to the Service.
f. Credits. You agree that you are not entitled to a credit unless one of the following is true:
● You cancel your subscription at least three (3) business days before its scheduled renewal. In this situation, we will either not charge you for the subsequent renewal or, if you are charged, you may request a refund.
● You develop serious health issues while using the Service, and provide evidence of the same. This provision shall have no effect on Section 16 (“Health and Safety Disclaimer”) of this Agreement.Any credit granted to you will be loaded back to your account. You acknowledge and agree that you are not entitled to a cash refund; however, you may request one by emailing us at email@example.com and we will consider your request (but cannot guarantee that you will receive a refund)..
g. Insufficient Number of Players. If a game does not have the minimum number of required players, Spryfit will cancel the game and provide a credit for future games. If you wish to instead receive a refund to your Billing Account, please email us at firstname.lastname@example.org and we will consider your request (however, we cannot guarantee that you will receive a refund).8. Modifications to Service. Spryfit reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Spryfit shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
9. Blocking of IP Addresses. In order to protect the integrity of the Service, Spryfit reserves the right at any time in its sole discretion to block Members from certain IP addresses from accessing the Websites.
11. Restrictions on Use of MaterialsYou acknowledge that Spryfit contains materials (collectively, "Content") that are protected by copyrights, patents, trademarks, trade secrets and/or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Content is copyrighted under Canadian copyright laws (and, if applicable, similar foreign laws), and Spryfit owns a copyright in the selection, coordination, arrangement and enhancement of such Content. All trademarks appearing on the Websites are trademarks of their respective owners. You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Content, in whole or in part. When Content is downloaded to your computer, you do not obtain any ownership interest in such Content. Modification of the Content or use of the Content for any other purpose, including, but not limited to, use of any Content in printed form or on any other website or networked computer environment is strictly prohibited unless you receive our prior written consent.
13. Limitation of Liability; No Warranty or Guarantee. In no event shall Spryfit be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the Websites or Service, or use thereof. Nothing contained in this Websites or in any written or oral communications from Spryfit or its employees or agents shall be construed to make any promise, covenant, warranty, or guaranty, all of which are explicitly disclaimed hereby, contrary to the statements and disclaimers contained in this paragraph.Spryfit cannot and does not guarantee or promise any specific results from use of the Website and/or Service. We exclude, to the fullest extent allowable by law, any and all liability arising from your use of the Websites and/or Service.The content and functionality on the Websites and the services provided by employees of the Websites are offered "as is" without warranty of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Spryfit makes no warranties, express or implied, as to the ownership, accuracy, completeness or adequacy of the Websites’ content or that the functionality of the Websites will be uninterrupted or error-free or free from virus or third party attack. You hereby acknowledge that your use of this Websites and the Service is at your sole risk. UNDER NO CIRCUMSTANCES SHALL SPRYFIT, ITS OFFICERS, OWNERS, EMPLOYEES OR AGENTS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM USE OF, OR INABILITY TO USE, THE WEBSITES OR SERVICE OR THE INFORMATION CONTAINED THEREIN, INCLUDING WITHOUT LIMITATION FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE WEBSITES, EVEN IF SPRYFIT HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY.TO THE GREATEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL SPRYFIT HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THE AGREEMENT, WEBSITES OR THE SERVICE, INCLUDING, BUT NOT LIMITED TO PHYSICAL INJURY; DEATH; LOST PROFITS; LOST DATA; LOSS OF GOODWILL; INFRINGEMENT OF COPYRIGHT, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY RIGHT; WORK STOPPAGE; EQUIPMENT FAILURE OR MALFUNCTION; PERSONAL INJURY; PROPERTY DAMAGE; OR ANY OTHER DAMAGES OR LOSSES, EVEN IF SPRYFIT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTE, INDEMNITY OR OTHERWISE) UPON WHICH SUCH LIABILITY IS BASED.In the event that any of the foregoing limitations are deemed to be unenforceable, to the greatest extent permitted by law, you agree that the entire aggregate liability of Spryfit and sole remedy available to any Member in any case in any way arising out of or relating to the Agreement, Websites or the Service shall be limited to monetary damages that in the aggregate may not exceed the sum of $500.00.
14. Indemnity by You. You agree to indemnify and hold Spryfit, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, arising out of or related to:a. your use of the Service and/or Websites in violation of this Agreement and/or arising from a breach of this Agreement including without limitation your representations and warranties set forth above;b. any third party claim of infringement of copyright or other intellectual property rights or invasion of privacy arising from your activity on the Websites;c. any activity related to your account, be it by you or by any other person accessing your account with or without your consent unless such activity was caused by the act or default of Spryfit.
15. Attorney Fees. In the event that Spryfit is successful in whole or in part in any action or proceeding related to or arising from this Agreement, you shall be responsible for Spryfit's attorneys' fees and costs.
16. Health and Safety DisclaimerThe Websites and the Service include, among other things, information regarding fitness, exercise, physical activity, exercise and dietary guidelines (collectively, the “Health Content”), some of which may reference or recommend strenuous physical activity or certain foods. Accordingly, before you start using the Websites, please consult with your health care provider, including without limitation any relevant medical doctor(s), regarding your health, your ability to engage in strenuous physical activity, any physical or mental condition(s), disabilities, or food allergies that you may have, as well as any questions you have. This is of particular importance if you are overweight, pregnant, nursing, regularly taking medications, or have any existing medical conditions and/or allergies.THE WEBSITES, THE HEALTH CONTENT AND THE SERVICE ARE NOT A SUBSTITUTE FOR MEDICAL CARE, AND OFFER NO MEDICAL ADVICE, DIAGNOSIS, HEALTH WARRANTIES OR GUARANTEES OF ANY KIND. YOU UNDERSTAND THAT THE WEBSITES AND THE SERVICE ARE PROVIDED ‘AS IS’ AND NOT INTENDED TO AMOUNT TO ANY ADVICE, INCLUDING WITHOUT LIMITATION MEDICAL ADVICE, OR FOR DIAGNOSTIC PURPOSES ON WHICH RELIANCE SHOULD BE PLACED. WE ARE NOT A MEDICAL CARE PROVIDER AND DO NOT PROVIDE MEDICAL ADVICE. THE WEBSITES AND SERVICE ARE NOT INTENDED TO BE RELIED UPON IN LIEU OF MEDICAL TREATMENT OR ADVICE, WHETHER PHYSICAL, MENTAL, OR OTHERWISE, BY A TRAINED MEDICAL CARE PROVIDER.If you are concerned about whether any exercises, breathing techniques, recommended diet plans, or other services identified on the Websites or in any other Health Content are right for you, DO NOT engage in such activities unless and until you have cleared it with your health care provider. In addition, you should stop exercising and consult your health care provider if you feel dizzy, faint, and light-headed or if you experience any discomfort at any time. Only you can monitor your condition during strenuous activities. You are responsible for exercising within your limits and seeking attention and advice as appropriate.If any information or advice on the Websites cause you physical pain or other symptoms, stop using the Service and contact your doctor immediately.
17. SPRYFIT Referral Program
HOW TO EARN SPRYFIT REFERRAL GAME CREDITS
HOW TO USE SPRYFIT GAME CREDIT
- Game Credits may only be redeemed via the SPRYFIT Site, Application and Services. Game Credits will automatically appear as Game Credit on the checkout page, and must be used on a reservation within one month from the date they are issued. - After one month, the Game Credits will expire. Game Credits are coupons issued for promotional purposes; they have no cash value and may not be transferred or exchanged for cash. - Game Credits may not be earned by creating multiple SPRYFIT Accounts. Game Credits accrued in separate SPRYFIT accounts may not be combined into one SPRYFIT account. - The Game Credit Value will not be replaced if a user, who joins the game using the game credit, cancels the game. - If for any reason you believe that there is a discrepancy regarding your balance of Game Credits, please contact us. SPRYFIT may require you to submit additional information in order to make a determination regarding your balance. All decisions regarding your balance will be final and at SPRYFIT’s sole discretion. - You are responsible for any Tax consequences, if any, that may result from your redemption or use of Game Credits. Where applicable, Game may be required to account for VAT on any services for which the Game Credits are redeemed.
TERMINATION AND CHANGES
- SPRYFIT may suspend or terminate the Referral Program or a user’s ability to participate in the Referral Program at any time for any reason. - We reserve the right to suspend accounts or remove Game Credits if we notice any activity that we believe is abusive, fraudulent, or in violation of the SPRYFIT Terms of Service or Payments Terms of Service. We reserve the right to review and investigate all referral activities and to suspend accounts or modify referrals in our sole discretion as deemed fair and appropriate. - The scope, variety, and type of services and products that you may obtain by redeeming Game Credits can change at any time.
UPDATE TO THE TERMS
We can update these terms at any time without prior notice. If we modify these terms, we will post the modification on the SPRYFIT website, applications, or services, which are effective upon posting. Continued participation in the Referral Program after any modification shall constitute consent to such modification.
18. Parental or Guardian PermissionSome of the content on the Websites may not be appropriate for children. CHILDREN UNDER THE AGE OF 18 ARE NOT PERMITTED TO USE THE WEBSITES UNLESS A SUPERVISING PARENT OR GUARDIAN IS PRESENT. INDIVIDUALS UNDER THE AGE OF 18 ARE NOT PERMITTED TO SUBSCRIBE TO OUR SERVICE OR GIVE UNLIMITED HEALTH THEIR EMAIL ADDRESS OR ANY OTHER PERSONALLY IDENTIFIABLE INFORMATION.
20. Jurisdiction and Choice of Law; Dispute Resolution. If there is any dispute arising out of the Websites and/or the Service, by using the Websites and/or Service, you expressly agree that any such dispute shall be governed by the laws of the State of New Jersey, County of Hudson, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the courts of the State of New Jersey, County of Hudson for the resolution of any such dispute. Acceptance of the terms and conditions of this Agreement constitutes your consent to be sued in such courts and to accept service of process outside New Jersey and/or Hudson County, with the same force and effect as if such service had been made within New Jersey and/or Hudson County. You hereby agree to accept service of process for any action hereunder by certified mail return receipt requested which service shall have the same force and effect as though service had been effected by personal service in the applicable jurisdiction. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.
21. Arbitration Provision/No Class Action. Except where prohibited by law, as a condition of using the Websites and/or Service, you agree that any and all disputes, claims and causes of action (collectively, "Claim") arising out of or connected with the Websites and/or Service, shall be resolved individually, without resort to any form of class action, exclusively by binding arbitration under the rules of the Canadian Arbitration Association for full and final settlement of such Claim, and judgment on the award rendered in the arbitration may be entered in any court having jurisdiction thereof. Such arbitration shall be held before a single arbitrator (with knowledge and expertise of copyright law if the claim is all or partially for copyright infringement), selected by agreement of both parties or by an independent mediator (with knowledge and expertise of copyright law if the claim is all or partially for copyright infringement) if the parties are unable to agree. The parties shall split the arbitration and/or mediator costs. An award rendered by the arbitrator(s) may be entered and confirmed by the courts of New Jersey. The parties agree that any post-arbitration action seeking to enforce an arbitration award or action seeking equitable or injunctive relief shall be brought exclusively in the courts of Delaware.
22. No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.
24. Entire AgreementThis Agreement contains the entire agreement between you and Spryfit regarding the use of the Websites and/or the Service.
25. Severability; WaiverIf any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. In addition, Spryfit's failure to enforce any term of this Agreement shall not be deemed as a waiver of such term or otherwise affect Spryfit's ability to enforce such term at any point in the future.
26. HeadingsThe section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.Please contact us with any questions regarding this agreement. Spryfit is a trademark of Spryfit, Inc..I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.