2) Sprout Wellness Solutions Inc. of 366 Adelaide St West, Suite 301, Toronto, Ontario, M5V 1R9, Canada ("Sprout");
3) People Inc. of suite 300,1380 Rodick Rd, Markham ON L3R 4G5, Canada (“Engage”); and
4) Medibank Private Limited of Medibank Place, 720 Bourke Street, Docklands, Victoria 3008, Australia (“Medibank”); regarding your use of Sprout's online services, websites and applications (collectively, the "Service"), and Engage’s shopping mall and rewards store (together, the “Rewards Store”).
1.4. Grant of Limited License to Use the Service
1.5. Service Access
You must provide all equipment and software necessary to connect to the Service, including, but not limited to, a mobile device that is suitable to connect with and use the Service, in cases where the Service offers a mobile component.
You are responsible for any fees, including internet connection or mobile fees, that you incur when accessing or using the Service.
The Service, or any portion thereof, may not be reproduced, copied, modified, sold, resold, distributed, or otherwise exploited for any commercial purpose without the express written consent of Sprout. You must not use or access the Service in a manner not allowed hereunder or that materially interferes with or harms the Service infrastructure or any third parties or that is tortious or violates any third party right or applicable law. You and your company shall use reasonable efforts to prevent unauthorized access to or use of the Service and notify Sprout promptly if it becomes aware of any such unauthorized access or use.
1.6. Service Use and Restrictions You acknowledge that you are under no obligation to use the Sprout Service, and that any use by you of the Sprout Service is a voluntary use by you at your discretion. Sprout is not a medical organization and we do not and will not give you any medical advice or diagnosis. The purpose of the Service is to help users record what they eat and their exercise, track their health and fitness progress, schedule events and motivate other users. The information available through the Service and from any other service provided to you directly by Sprout or a third party working with Sprout should not be used to make any medical diagnosis or decisions, and is only to be used for educational and informational purposes. The Service should not be used or relied on for medical advice or opinions, nor does it contain or constitute medical advice or opinions. Always consult with a doctor or other recognized medical professional before starting a diet or fitness program or if any training or dieting is causing pain or serious discomfort. Sprout, Medibank and Engage cannot and do not guarantee any health, weight and/or fitness results or improvements as a result of using the Service.
The following restrictions apply to the use of the Service:
b. If you have a condition that requires medical treatment, or are pregnant and/or breastfeeding/lactating, have an eating disorder, please consult a medical practitioner prior to using the Service;
c. You must not have more than one Account at any given time, and shall not create an Account using a false identity or information, or on behalf of someone other than yourself;
d. You must not have an Account or use the Service if you have previously been removed by Sprout, or have been banned by Sprout from participating in the Service or any portion thereof;
f. You must not use your Account or the Service to advertise, or solicit, or transmit any commercial advertisements or commercial messages, including chain letters, junk e-mail or repetitive messages (spim and spam) to anyone;
g. You must not use your Account or the Service to engage in any illegal conduct including the unauthorized distribution of copyrighted material;
h. You must not rent, lease, sell, trade, gift, bequeath or otherwise transfer your Account to anyone without Sprout’s written permission;
i. You must not access or use an Account which has been rented, leased, sold, traded, gifted, bequeathed, or otherwise transferred from the Account creator without Sprout’s permission;
k. You must not (i) violate or attempt to violate the security of the Service; (ii) take any action or use the Service in any manner that could damage, disable, overburden, or impair the Service or disrupt or interfere with any other user’s use and enjoyment of the Service or Sprout’s ability to monitor or make available the Service; or (iii) obtain or attempt to obtain unauthorized access to any part of the Service.
You must immediately stop using the Service if you are not able to comply with the foregoing restrictions.
1.7. Service Account Information
1.8. Service Username and Password
When you create an Account you will be required to provide: i) your legal full name; ii) a valid email address; iii) a password created by you; and iv) any other mandatory information requested in order to create your Account (collectively, "Login Information"). The following rules govern the security of your Login Information:
a. You must not share the Account or the Login Information, nor let anyone else access your Account or do anything else that might jeopardize the security of your Account;
b. In the event you become aware of or reasonably suspect any breach of security, including without limitation, any loss, theft, or unauthorized use or disclosure of the Login Information, you must immediately notify Sprout and, at the same time, modify your Login Information;
c. You are solely responsible for maintaining the confidentiality of the Login Information, and you will be responsible for all uses of the Login Information, including purchases, whether or not authorized by you;
d. If your Account has been terminated for any reason, you may not re-register as a user without prior written consent of your company and Sprout, which consent in the case of Sprout may or may not be granted, at the sole discretion of Sprout;
e. You are responsible for all User Content (as hereinafter defined) and activity that occurs through your Account including your interactions with other users of the Service and any damage or other harm resulting therefrom.
Sprout reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates the third party's rights or where Sprout, in its sole discretion, deems a username to be offensive or inappropriate.
2.1. Ownership of the Service
2.2. Service Accounts
SPROUT RESERVES THE RIGHT TO TERMINATE ANY ACCOUNT THAT HAS BEEN INACTIVE FOR 180 DAYS.
2.3. Service User Content
"User Content" means any communications, messages, comments, photos, videos, images, sounds, data, information and other content or material that you upload or transmit to or through the Service, or that other users upload or transmit, including without limitation any chat text.
By transmitting or submitting any User Content to the Service, you grant Sprout, a royalty-free, perpetual, irrevocable, worldwide, transferable, sublicensable, non-exclusive right and license to use, reproduce, publish, perform, modify, adapt, translate, display, transmit and distribute such User Content for the purpose of providing and administering the Service to you and other users within your company in any form, media or technology now known or hereafter developed.
2.4 Service Feedback
Any feedback, ideas, recommendations or suggestions provided by users to Sprout or Medibank regarding the Service or improvements or enhancements thereto, including new features or functionality, are deemed to be non-confidential and Sprout has a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use, reproduce, modify, distribute, make derivative works of and incorporate same into the Service at Sprout’s sole discretion, without compensation or acknowledgement to you.
2.5 Service Monitoring; Suspension and Termination
Sprout reserves the right, but is not obligated, to (without notice or liability to you):
c. Take any action it deems necessary to protect the rights, property or safety of users or others and/or the rights and property of Sprout; and/or
2.6 Rewards Store: Your Responsibilities
You are responsible to keep your registration information, any browser add-on download information, and your user name password confidential. This means that you should not share any of this information with anyone. You should not use information that can be easily guessed by anyone, such as your birth date or telephone number. You are responsible for monitoring your Account activity and changing your password from time to time as a safeguard. Neither Medibank, Engage nor Sprout will be responsible for the use of your Account information by any other person, regardless of whether authorized by you. Any such use may result in the forfeiture of your Medibank Loyalty membership and the cancellation of any purchases made through your Account in respect of such use.
2.7 Rewards Store Ownership and Trademarks
The Rewards Store, including each of its modules and the arrangement and compilation of the content found in the store, is the copyrighted property of Engage and/or its various third-party providers, including any relevant retailers (“Retailers”), distributors, and other information providers, as applicable. In addition, the trademarks, logos and service marks displayed in the Rewards Store (collectively, the "Trademarks") are the registered and common law trademarks and service marks of Engage, Medibank and Sprout and their respective affiliates, and various third parties, including Retailers. Nothing contained in the store shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Trademarks without the written permission of (as applicable) Engage, Medibank or Sprout, or such other party that owns the respective Trademarks.
2.8 Rewards Store Retailer and Other Third-Party Websites
You understand and acknowledge that each Retailer is responsible for its own merchandise and Engage, Medibank and Sprout do not endorse or take responsibility for the quality or functionality of merchandise offered by a Retailer. Further, while we may facilitate your use of Live Better Points (“Points”) to make purchases from participating Retailers, if you choose to purchase from a Retailer, whether by accessing it through a link on the Site or otherwise, such Retailer will be responsible for all aspects of the purchase, including order processing, order fulfillment, shipping and handling, billing and payment and customer service. Neither Medibank, Engage nor Sprout will be a party to any such transactions entered into between you and such Retailer; thus, in respect of any such purchases, you must direct your comments, complaints or inquiries regarding your purchases to such Retailer. All rules, policies (including privacy policies) and operating procedures of Retailers apply to you while you are shopping on their respective sites, whether through the Rewards Store or otherwise.
You understand that the Service is an evolving one. Sprout may require that you accept updates to the Service. You acknowledge and agree that Sprout may update the Service with or without notifying you. You may need to update third party software from time to time in order to continue receiving the Service.
4.1. Disclaimer of Warranties
YOU EXPRESSLY AGREE THAT USE OF THE SERVICE AND REWARDS STORE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN "AS IS" “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPROUT, MEDIBANK, ENGAGE DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE AND REWARDS STORE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
WITHOUT LIMITING THE FOREGOING, NEITHER SPROUT NOR ITS AFFILIATES OR SUBSIDIARIES OR PARTNERS (INCLUDING MEDIBANK AND ENGAGE), OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, SUPPLIERS OR LICENSORS (COLLECTIVELY, “SPROUT PARTIES”) WARRANT THAT THE SERVICE AND REWARDS STORE WILL BE UNINTERRUPTED OR ERROR-FREE OR WILL ALWAYS BE SECURE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE AND REWARDS STORE OR AS TO THE ACCURACY, RELIABILITY, CURRENCY OR COMPLETENESS OF ANY CONTENT, PRODUCTS OR SERVICES PROVIDED OR MADE AVAILABLE THROUGH THE SERVICE OR REWARDS STORE.
4.2. Limitations; Waivers of Liability YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE AND REWARDS STORE UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT THE SPROUT PARTIES ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE OR REWARDS STORE.
YOU SPECIFICALLY ACKNOWLEDGE THAT THE SPROUT PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE SPROUT PARTIES LIABLE, FOR THE CONDUCT OF ANY THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICE OR REWARDS STORE AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE SERVICE AND REWARDS STORE, EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
UNDER NO CIRCUMSTANCES MAY THE SPROUT PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR MORE THAN THE AMOUNT YOU, OR A THIRD PARTY ON YOUR BEHALF, HAS PAID SPROUT IN THE ONE HUNDRED AND EIGHTY DAYS (180) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY CLAIM.
YOU ACKNOWLEDGE AND AGREE THAT IF YOU, OR A THIRD PARTY ON YOUR BEHALF, HAVE NOT PAID SPROUT ANY AMOUNTS IN THE ONE HUNDRED AND EIGHTY DAYS (180) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT A CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH SPROUT OR A SPROUT PARTY IN RELATION TO THE SERVICE AND REWARDS STORE IS TO STOP USING THE SERVICE AND REWARDS STORE AND TO CANCEL YOUR ACCOUNT.
SOME JURISDICTIONS MAY NOT ALLOW EXCLUSION OF WARRANTIES OR LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. TO THAT EXTENT, SOME EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
5.2. Law and Forum for Legal Disputes
5.4. Supplemental Policies
5.5. Entire Agreement
5.6. No Waiver
5.8. Equitable Remedies
5.9. Force Majeure
Sprout nor Medibank nor Engage shall be liable for any delay or failure to perform resulting from causes or circumstances outside the reasonable control of the Sprout Parties, including without limitation, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, denial of service attacks, power failures, Internet service provider failure or delay, or shortages or unavailability of transportation facilities, fuel, energy, telecommunications, labor or materials.
5.10. Customer Service and Technical Support
Customer service and technical support is available via email at email@example.com in relation to the Service.
5.11. Distribution of Third Party Content
The Sprout Parties are a distributor (and not a publisher) of content supplied by third parties and users. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers and users, are those of the respective author(s) or distributor(s) and not of Sprout nor any Sprout Party. Neither Sprout nor any Sprout Party or third-party provider of information guarantees the accuracy, reliability, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose.
_5.12 Links to Third Party Websites
For your convenience, from time to time the Service or Rewards Store may provide links to various third party websites that may be of interest to you. However, neither Sprout nor Medibank nor Engage control or endorse such websites and is not responsible for their content nor is Sprout, Medibank or Engage responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained within such websites. Please read the terms and conditions of use and privacy policies of any third party website you may link to from the Service or Rewards Store. If you decide to access any third party site linked to the Service or Rewards Store, you do so at your own risk. Sprout Parties reserve the right to terminate any such link at any time. Sprout, Medibank and Engage disclaim all warranties, express and implied, including as to the accuracy, reliability, validity and legality of any materials or information contained on such third party websites.