CoachBot Inc. Terms and Conditions

Last Updated: December 16th, 2016

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.

CoachBot Inc. does not provide medical, fitness, or other advice. You participate in exercise activities entirely at your own risk.

1. CONTRACTUAL RELATIONSHIP

These Terms of Use ("Terms") govern the access or use by you, an individual, from Canada and its provinces, territories, and possessions, or any other country or territory worldwide, of applications, websites, content, products, and services (the "Services") made available by CoachBot Inc. ("CoachBot", "we," "us," "our," or "Company"). PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. In these Terms, the words "including" and "include" mean "including, but not limited to."

Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and CoachBot. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. CoachBot may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

CoachBot may amend the Terms related to the Services from time to time. Amendments will be effective upon CoachBot's posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.

Our collection and use of personal information in connection with the Services is as provided in CoachBot's Privacy Policy located at http://coachbotapp.com/privacy.html.

2. THE SERVICES

The Services constitute a technology platform that enables users of CoachBot's mobile application or website provided as part of the Services (each, an "Application") to provide workout routines and get recommended exercises based on your body, fitness history and workout style. Unless otherwise agreed by CoachBot in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use. YOU ACKNOWLEDGE THAT COACHBOT DOES NOT PROVIDE PERSONAL TRAINING ADVICE OR PHYSICAL SERVICES OR FUNCTION AS A PERSONAL TRAINER. TO THE EXTENT THAT COACHBOT PROPOSES WORKOUT ROUTINES OR PHYSICAL TRAINING INTENDED TO BE PERSONALIZED TO YOUR FITNESS GOALS, YOU AGREE THAT FOLLOWING, ADOPTING OR EXECUTING SUCH WORKOUT ROUTINES OR PHYSICAL TRAINING IS ENTIRELY AT YOUR RISK AND THAT YOU SHOULD CONSULT A FITNESS PROFESSIONAL OR PROCEED AT YOUR OWN RISK.

I. LICENSE.

Subject to your compliance with these Terms, CoachBot grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by CoachBot and CoachBot's licensors.

II. RESTRICTIONS.

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by CoachBot; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

III. PROVISION OF THE SERVICES.

You acknowledge that portions of the Services may be made available under CoachBot's brand or request options associated with physical training, including the personalized training brand currently referred to as "CoachBot". You also acknowledge that the Services may be made available under such brands or request options by or in connection with: certain of CoachBot's affiliates.

IV. THIRD PARTY SERVICES AND CONTENT.

The Services may be made available or accessed in connection with third party services and content (including advertising) that CoachBot does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. CoachBot does not endorse such third party services and content and in no event shall CoachBot be responsible or liable for any products or services of such third party providers. Additionally, Apple Inc. will be a third-party beneficiary to this contract if you access the Services using Applications developed for Apple iOS and Google Inc. will be a third-party beneficiary to this contract if you access the Services and Applications developed for Google Android. These third party beneficiaries are not a party to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary's terms of service.

V. OWNERSHIP.

The Services and all rights therein are and shall remain CoachBot's property or the property of CoachBot's licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner CoachBot's company names, logos, product and service names, trademarks or services marks or those of CoachBot's licensors.

3. YOUR USE OF THE SERVICES

I. USER REQUIREMENTS AND CONDUCT.

The Service is not available for use by persons under the age of 19. You may not allow persons under the age of 19 to receive personalized workouts or training from Third Party Providers unless they are monitored by you. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes. You will not in your use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party.

II. USER PROVIDED CONTENT.

CoachBot may, in CoachBot's sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to CoachBot through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions ("User Content"). Any User Content provided by you remains your property. However, by providing User Content to CoachBot, you grant CoachBot a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and CoachBot's business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant CoachBot the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor CoachBot's use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by CoachBot in its sole discretion, whether or not such material may be protected by law. CoachBot may, but shall not be obligated to, review, monitor, or remove User Content, at CoachBot's sole discretion and at any time and for any reason, without notice to you.

III. NETWORK ACCESS AND DEVICES.

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. CoachBot does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

4. DISCLAIMERS; LIMITATION OF LIABILITY; INDEMNITY

I. LICENSE.

WE, OUR AFFILIATES, OUR PARTNERS, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS, MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT (INCLUDING THE USER CONTENT), INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, OR RELIABILITY.

IF YOU CHOOSE TO USE THE SERVICES, YOU DO SO AT YOUR SOLE RISK. COACHBOT EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. COACHBOT MAKES NO WARRANTY THAT THE SITE, APPLICATION, SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." COACHBOT DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, COACHBOT MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. COACHBOT DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

II. LIMITATION OF LIABILITY.

1. COACHBOT SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF COACHBOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COACHBOT SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF COACHBOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COACHBOT SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND COACHBOT'S REASONABLE CONTROL.


2. COACHBOT'S SERVICES MAY BE USED BY YOU TO PLAN AND CONDUCT A WORKOUT, BUT YOU AGREE THAT COACHBOT HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY EXERCISE, WORKING OUT, GOODS OR SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.


3. THE LIMITATIONS AND DISCLAIMER IN THIS SECTION 4 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.


4. You acknowledge that the Services have not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Applications meet your requirements.


5. The physical activities to which the Services relate carry certain inherent risks including personal injury and property damage. You acknowledge that you undertake such activities entirely at your own risk.


6. Where you have been supplied the Services for domestic and private use only you agree not to use the Applications and Services for any commercial, business or resale purposes which are not first authorized by CoachBot.


7. You agree that CoachBot, its owners, officers, employees and agents have no liability to you for any loss of employment, wages, salary, profit, loss of business, business interruption, or loss of business opportunity.


8. You acknowledge that the Applications and Services do not provide medical advice, fitness advice or other advice.


9. You are solely responsible for maintaining the confidentiality of the device through which you access the Services and for restricting access to your password and to your computer while logged into the Services. You accept responsibility for all activities that occur under your account or device.


10. Our maximum aggregate liability under or in connection with these Terms (including your use of any Application or Services) whether in contract, tort (including negligence) any cause of action or otherwise, or under any theory of damages, shall in all circumstances be limited to the amount you paid for the Services in the last twelve (12) months.

III. NO MEDICAL ADVICE.

CoachBot provides the Services for you to track, manage, and plan your fitness activities. THE SERVICES DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS MEDICAL ADVICE OR OPINION. We are not licensed medical professionals, and we are not in the business of providing medical advice. You should always consult a qualified and licensed medical professional prior to beginning or modifying any diet or exercise program. YOUR USE OF THE SERVICES DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND COACHBOT.

IV. INDEMNITY.

You agree to indemnify and hold CoachBot and its officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) CoachBot's use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers.

5. DISPUTE RESOLUTION

I. ARBITRATION.

You agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, "Disputes") will be settled by binding arbitration between you and CoachBot, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and CoachBot are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and CoachBot otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.

II. CHANGES TO DISPUTE RESOLUTION.

Notwithstanding the provisions of the modification-related provisions above, if CoachBot changes this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by providing CoachBot written notice of such rejection by email to: contact@coachbotapp.com, within 30 days of the date such change became effective, as indicated in the "Last update" date above. In order to be effective, the notice must include your full name, email address associated with your account with the Services, and clearly indicate your intent to reject changes to this "Dispute Resolution" section. By rejecting changes, you are agreeing that you will arbitrate any Dispute between you and CoachBot in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

6. OTHER PROVISIONS

I. CHOICE OF LAW.

These Terms are governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without giving effect to any conflict of law principles.

II. NOTICE.

CoachBot may give notice by means of a general notice on the Services, electronic mail to your email address in your account, or by written communication sent by first class mail or pre-paid post to your address. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to CoachBot, with such notice deemed given when received by CoachBot at any time by by email to: contact@coachbotapp.com.

III. GENERAL.

You may not assign these Terms without CoachBot's prior written approval. CoachBot may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of CoachBot's equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, CoachBot or any Third Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. CoachBot's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by CoachBot in writing.

IV. Provision Validity.

If any provision of the Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms, which shall remain in full force and effect. No waiver of any term of the Terms shall be deemed a further or continuing waiver of such term or any other term, and CoachBot's failure to assert any right or provision under the Terms of Service shall not constitute a waiver of such right or provision.

7. CONTACT CoachBot

You may direct any questions, complaints or claims with respect to the general functionality and operation of the Services to CoachBot at contact@coachbotapp.com.