At Active8me Pte. Ltd. (UEN No.: 201530491Z), we are devoted to providing an excellent service to you and hope you are inspired and equipped to be a fitter, healthier and even more extraordinary version of yourself. Active8me is an online platform and technology company that provides mobile fitness and health solutions to users and businesses.
Definitions and variations
- End User, you and your means a person or entity that will derive the benefit from the subscription to any of the Active8me Services.
These Terms of Service (“Agreement”) apply to any use of and access to our, amongst other things, software services, features, content, goods, the Website or applications (mobile or otherwise) offered by Active8me (the “Services”)by you and your Affiliates. By accessing or using the Services (or enabling an Affiliate to access or use the Services), you are indicating that you have read this Agreement and agree to be bound by its terms, and all other operating rules and procedures that may be published from time to time on the website or the applications (mobile or otherwise) by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you. If you do not agree with all of the terms of this Agreement, you may not access or use any Services.
By registering for and/or using the Services in any manner, you accept the terms and conditions of their use and agree to be personally bound by these terms and conditions, whether for yourself, by your Affiliates, or on behalf of a minor (as determined by the jurisdiction in which you reside), if you are registering on behalf of a minor. By registering for and/or using the Services in any manner, you represent and warrant that you are at least 18 years old (or the age of majority in your jurisdiction, if it is not 18), and if you are registering on behalf of a minor, that you are their legal guardian.
Upon registration as a member, you will be provided with a password and account. You must not disclose them to anyone else or allow anyone else to use your account and password. You are entirely responsible for any access to your account, and acknowledge that any access to or use of your account by means of the password associated with that account is deemed to be access or use by you. This includes any purchases made through your account. You agree to pay for our services in the manner specified on the Services.
If you, or a user on whose behalf you register (including a minor), breaches these terms and conditions, you acknowledge that we may immediately suspend or terminate your account, without refund, and take appropriate legal action (if we choose) against you alone. Further you acknowledge that Active8me is entitled to suspend or terminate your use of the Services at any time if Active8me considers that you have brought, or may bring, the reputation of Active8me or its members/users into disrepute.
This Agreement is effective (“Effective Date”) on the earlier of (a) the date you accept this Agreement by clicking an “I Agree” button or otherwise indicate that you accept this Agreement (including through an Order Form), or (b) the date you (or an Affiliate) first access or use the Services.
2.0 CONDITIONS OF USE OF SERVICES
- select or use as a username a name of another person with the intent to impersonate that person;
- use as a username a name subject to any rights of a person other than you without appropriate authorization; or
- use, as a username, a name that is otherwise offensive, vulgar or obscene.
You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from relevant authorities), breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. Active8me reserves the right to refuse registration of, or cancel an Account in Active8me’s discretion. You shall have the ability to delete your Account through a request made to one of our employees or affiliates.
2.2 Seek advice from Medical Professional
The Services provide users with guidance and information on how to improve their fitness, health and nutrition, but THE SERVICES ARE NOT A MEDICAL ORGANIZATION, AND YOU SHOULD NOT RELY ON THIS GUIDANCE AND INFORMATION AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. No information contained in the Services is intended to be used as medical advice and the Services are not intended to be used to diagnose, treat, cure or prevent any medical condition (including any mental health conditions) or for any therapeutic purposes.
Before relying on the information provided by the Services, you should carefully evaluate the accuracy and relevance of the information for their purposes and obtain appropriate professional medical advice.
As with any physical activity, it is important that before beginning any fitness or nutritional program, you consult with your physician or health care professional to ensure that you are mindful of your current health and any restrictions that are appropriate for you.
Our recommended plans and programs, even if they are tailored to individual users, should not be misconstrued as medical advice, diagnoses or treatment. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A QUALIFIED MEDICAL OR HEALTH PROFESSIONAL THE USE OF ANY INFORMATION OR PROGRAMS PROVIDED ON THE SERVICES IS SOLELY AT YOUR OWN RISK.
Throughout the program, you should also immediately seek medical attention if there are any unanticipated changes to your physical condition at any time. time.
2.3 Our Service
Our service shall be delivered as described from time to time on our Services. You acknowledge and understand that access to any specific trainer, nutritionist or expert mentioned in the Services, in person, or on-line is not guaranteed.
2.4 Information Provided on our Services
All information provided by us on the Services is provided in good faith. We derive our information from sources which we believe to be accurate and up to date as at the date of publication. We may update any information at any time but you acknowledge that the information on the Services may not be the most current knowledge. In addition, to the extent permitted by law, we do not make any representations or warranties that any information we provide is reliable, accurate or complete and we make no guarantees of any specific result from use of these Services or the information service provided through it. To the extent permitted by law, we are not liable for any loss arising from any action taken or reliance by you on any information or material available on our Services.
The Active8me Support Team may receive requests from users about that user’s specific circumstances. Our Support Team may provide health, fitness or nutritional information for educational purposes. They do not offer or provide professional medical advice, diagnosis, treatment or rehabilitation and may refer the member to certain third party resources. Any referrals to official bodies are not intended to be and should not be construed as an endorsement, promotion or recommendation by Active8me.
2.5 Nutritional Information
Nutritional information provided on the Services is taken from sources provided by third parties. Before relying on any nutritional information on the Services, you should carefully evaluate the accuracy, completeness and relevance of this information for your purposes, and consider the need to obtain appropriate expert advice relevant to your circumstances. Active8me nor any other provider of nutritional information on the Services gives any warranty that the information is free from error or suitable for your purposes.
There are limitations associated with food composition databases. Nutrient data published in a database such as NUTTAB 2010 or the Singapore Health Promotion Board’s Energy & Nutrition Composition of Food may represent an average of the nutrient content of a particular sample of foods and ingredients, determined at a particular time. The nutrient composition of foods and ingredients can vary substantially between batches and brands because of a number of factors, including changes in season, changes in formulation, processing practices and ingredient source.
2.6 Recommendations and test results on the Website
Certain parts of our Services may provide recommendations and questionnaire/test results based on the input and data that you provide. These recommendations and questionnaire/test/health score results generated by the Services do not take into account all the various factors that may be relevant to you. They are provided for your general information purposes only, and are not medical or professional opinion or advice. You must not rely on these recommendations and test results, and you should seek professional advice from healthcare professionals. To the extent permitted by law, we are not liable or responsible for any recommendations and test results generated by use of the Services.
2.7 Location Based Services
Where the Services collect location-based information, the Services may do it on an anonymised basis for the improvement of our Services. You hereby consent to the Services’ use of anonymised location based services information collected from users. Where the location-based information is personally identifiable the Services will give you options to manage your disclosure of this information within the Services. Depending on the functionalities available on your mobile device, you may benefit from advanced options to manage the location-based information.
2.8 Fitness Level
The Services are intended for use only by individuals with a moderate level of fitness and who are healthy enough to follow and perform the exercise programs which can be strenuous.
Persons with pre-existing medical conditions; in poor health; who are diabetics; women who are pregnant; women who have recently had a baby; women who are breastfeeding; persons with a low body mass index; or persons with any concerns as to commencement of a new fitness regime should consult with an appropriate medical or healthcare professional before beginning any of these programs. The information offered in our Services may not be suitable to your particular circumstances and is not a substitute for obtaining specific advice from a qualified health care professional. You are responsible to make your own inquiries and seek independent advice from a medical or healthcare professional before acting on any information or material made available to you through our Services.
In becoming a user of the Services, you affirm that a medical or health professional has specifically approved your use of the Services, OR that all of the following statements are true:
- You should discontinue exercise in cases where it causes pain or severe discomfort, and should consult a medical expert prior to returning to exercise in such cases. We reserve the right to deny you access to the Services for any reason or no reason, including if we determine, in our sole discretion, that you have certain medical conditions.
- no medical or health professional has ever informed you that you have a heart condition or that you should only do physical activities recommended by a qualified medical or health professional;
- you have never felt chest pain when engaging in physical activity;
- you have not experienced chest pain when not engaged in physical activity at any time within the past month;
- you have never lost your balance because of dizziness and you have never lost consciousness;
- you do not have a bone or joint problem that could be made worse by a change in your physical activity;
- your medical or health professional is not currently prescribing drugs for your blood pressure or heart condition;
- you do not have a history of high blood pressure, and no one in your immediate family has a history of high blood pressure or heart problems;
- you are not suffering from cancer or other long term illness;
- you do not have liver disease, kidney disease, or renal failure,
- you are not suffering from an eating disorders;
- you do not know of any other reason you should not exercise.
If applicable, you further affirm that your medical or healthcare professional has specifically approved your use of the Services.
Further, even if you do not fall into the above classes of persons or have obtained approval from a qualified medical or healthcare professional, you acknowledge that the Services that we provide are an information service only, and that you are solely responsible for (at your own discretion) following (or not following) any exercise program, nutritional plan or regime that we provide as part of the information service.
You should be aware that there are inherent physical and mental health risks to exercise, including risk of injury or illness. By accessing the Services, you acknowledge and agree that your performance of any and all exercises or activities recommended by the Services is wholly at your own risk. Our service does not include any supervision or monitoring of your activity, and we are not responsible for any injuries that you may suffer as a result of following the exercise program or regime. Neither Active8me nor any of its trainers or staff will be liable for any physical or mental injury or illness that may result, whether directly or indirectly, from any of our recommended workout or nutrition plans or programs.
While we may provide guidelines such as written descriptions, pictures, or videos describing how to perform specific exercises or activities, you assume sole responsibility for performing those exercises or activities with proper form, as risk of injury or illness increases with improper form. We encourage you to seek multiple sources of information regarding how to perform each exercise correctly and to consider consulting with a qualified coach, instructor, personal trainer, or physical therapist, especially if you are new to any of the forms of training or activity you seek to perform.
To the maximum extent permitted by law, we exclude all liability arising from or in connection with the use of our Service for:
- physical or mental injury (including the aggravation, acceleration or recurrence of such an injury);
- the contraction, aggravation or acceleration of a disease; and
- the coming into existence, the aggravation, acceleration or recurrence of any other condition, circumstance, occurrence, activity, form of behaviour, course of conduct or state of affairs
- that is or may be harmful or disadvantageous to you or the community; or
- that may result in harm or disadvantage to you or the community, resulting from the use of our Service.
2.9 Quality of the Services
We do not promise that the Services will be error-free or uninterrupted. The Services and its content are delivered on an “as-is” and “as-available” basis. We cannot ensure that files you download from the Services will be free of viruses or contamination or destructive features. Receipt of emails, or other Internet based communications such as via Facebook, Instagram or Twitter from us cannot be guaranteed. The delivery of video messages may be dependant upon third party providers and therefore outside of our control. Low internet connection speeds may result in an inability to view high resolution videos, but we will use our best endeavours to provide an alternative wherever possible.
Active8me will make the Services to which you have subscribed available to you, subject to the terms and conditions of this Agreement.
During the Subscription Term, including the Initial Subscription Term, the Services will meet the service levels specified in the Service Level Agreement (“SLA”), as applicable to customers that enter into the said SLA with Active8me.
We may temporarily suspend your access for things like scheduled maintenance, or if a natural disaster occurs. That is, notwithstanding this Section 2.9, in addition to our rights set forth in Section 12, we reserve the right to suspend any Services (a) during planned downtime as provided in the SLA, (b) in connection with a Force Majeure event (as described in Section 16.5), or (c) if we believe any malicious software is being used in connection with your account.
In addition, we reserve the right to change, suspend or discontinue any features, components or functions of the Services at any time. If we make any material changes to the Services, we’ll notify you within the Service or by sending you an email. Notwithstanding the above, we have no obligation to update or enhance any Services or to produce or release new versions of any Services.
You may be entitled to a refund in limited circumstances. See the clause (payment and refunds) below for further details.r details.
2.10 Third-Party Content
We do not accept responsibility for any loss or damage, however caused (including through negligence of the third party), which you may directly or indirectly suffer in connection with or arising from the products or services including acts, omissions and conduct of any third party users of the Services, other users, other contributors to the Services, and advertisers or sponsors.
We are not responsible for the products, services, advice, information, actions or failure to act of any third parties referenced on the Services (including User Content of other users of the Services referred to below). Where the information made available over the Services contains opinions or judgements of third parties (including advertisers), we do not purport to endorse the contents of that opinion or advice, nor do we guarantee the accuracy or completeness of that content, and we will not accept liability for loss or damage arising from your reliance upon any information obtained through this service. It remains your responsibility to evaluate the accuracy, completeness and usefulness of any such information.
Without limiting the foregoing, you may report the misconduct of users and/or third party advertisers, service and/or product providers referenced on or included in the Services to us at email@example.com. We may investigate the claim and take appropriate action, in our sole discretion.
2.11 Non Active8me services
Users and third parties are not permitted to advertise or promote their products or services, or the products or services of others, on any part of the Services, or its associated forums, without written consent from the Active8me. If in the opinion of Active8me members/users or third parties are engaged in advertising, promotion or providing advice to other participants of the Services, then Active8me reserves the right to suspend or terminate the membership of any member participating in such conduct or to ban any third party from participating on the Services.
2.12 Security of Information
No data transmission over the Internet can be guaranteed as totally secure. While we strive to protect such information, we do not warrant and cannot ensure the security of any information which you transmit to us. You acknowledge that the Internet is an open system and Active8me cannot and does not warrant or guarantee that third parties cannot intercept your information. Accordingly, any information which you transmit to us is transmitted at your own risk.
Nevertheless, once we receive your transmission, we will take reasonable steps to preserve the security of such information.
You agree that when subscribing you will select a secure password that complies with the Active8me password registration rules. You accept responsibility for maintaining confidentiality of any password and other access information used by yourself and your authorised users who have Access Authority.
2.13 Communications between you and Active8me
Active8me may contact you by web page, email, post, internet chat, phone text messaging (SMS) or telephone (or other means in the future as they are developed from time to time) to communicate important information regarding the use of the Service and related products and services such as but not limited to events, products, coaching, courses, and third party Add-ons (Add-ons means widgets, plug-ins, web applications, software, components, Integration, integrator, connector and/or any other technology that communicates, interacts or embeds Active8me or is embedded in Active8me).
2.14 Disclaimers and Limitation of liability
To the extent permitted by law, and subject to anything herein to the contrary, in no event will we (or our shareholders, directors, officers, employees, affiliates, agents, representatives, contractors, content providers, licensors, partners, suppliers, subcontractors, and service providers (“Active8me Parties”) be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the services to you for:
- any direct, indirect, special or incidental, punitive, exemplary or consequential loss, costs, expenses and damages (or any loss of revenue, loss of profits, loss of data, cost of data reconstruction. cost of procurement or substitute goods or services, or loss of opportunity whether the losses be direct or indirect)
- for any bugs, viruses, Trojan horses, or the like (regardless of the source or origination)
suffered or incurred by you and arising out of or in connection with your access to or use of the Services, any error in, or omission from, any information made available through the Service; any linked Services; any third party offerings; or your reliance on any information obtained through the Services, regardless of whether liability is based on any breach of contract, tort (including negligence) or warranty, arises under statute, or any other basis of liability.
2.14.2 Terms Implied by Law
To the extent permitted by law, any condition or warranty which would otherwise be implied into these terms is excluded. Where legislation implies any condition or warranty, and that legislation prohibits us from excluding or modifying the application of, or our liability under, any such condition or warranty, that condition or warranty will be deemed included but our liability will be limited for a breach of that condition or warranty to, at our option:
- if the breach relates to goods, replacing, repairing or supplying goods equivalent to, those goods or paying the cost of replacing or repairing them or acquiring equivalent goods; or
- if the breach relates to services, re-supplying, or paying the cost of re-supplying, those services.
2.14.3 Total Liability
To the extent permitted by law, our total liability in respect of all claims in connection with this agreement (whether based in negligence or any other tort, contract, statutory liability or otherwise) will be the total sum of all fees paid or payable by you under this agreement up until and including the date the cause of action accrued.
The limitation of liability set out in these terms and conditions does not attempt or purport to exclude liability arising under statute if, and to the extent, such liability cannot be lawfully excluded.
2.14.4 Warranty Disclaimer
We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding which users gain access to the Services,
Content you access via the Services, or how you may interpret or use the Content.
You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services.
THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES AND/OR RELATED DOCUMENTATION, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. ACTIVE8ME DOES NOT WARRANT THAT:
- THE SERVICES WILL BE SECURE, ERROR-FREE, UNINTERRUPTED OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION;
- THAT SERVICES ARE OR WILL REMAIN UPDATED, COMPLETE OR CORRECT
- ANY DEFECTS OR ERRORS WILL BE CORRECTED;
- THE SYSTEMS THAT MAKE THE SERVICES AVAILABLE (INCLUDING WITHOUT LIMITATION THE INTENET, OTHER TRANSMISSION NETWORKS, AND YOUR LOCALNETWORK, AND EQUIPMENT) WILL BE UNINTERRUPTED OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS
- ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR
- THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF BOTH ACTIVE8ME AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, CONTRACTORS, CONTENT PROVIDERS, LICENSORS, PARTNERS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “ACTIVE8ME PARTIES”).
2.15 Free, Trial and Beta Services
Active8me may in its sole discretion offer free, trial or beta Services from time to time at no charge. Notwithstanding anything to the contrary herein:
(a) any free, trial or beta Services are provided “AS IS” with no warranties of any kind; and
(b) Active8me may discontinue any free, trial or beta Services or your ability to use such Services at any time, with or without notice and without any further obligations to you.
Without limiting the generality of the foregoing, free Services that have not been accessed or used for 12 consecutive months may be terminated by us. Active8me will have no liability for any harm or damages suffered by you or any third party in connection with any free, trial or beta services.
2.16 Branded Mobile App terms
Additional terms specific to the procurement of the Branded Mobile App apply and are hereby incorporated by reference into this Agreement as if set forth fully herein.
2.16 Hardware Terms
Additional terms specific to the procurement and use of fitness trackers, heart rate monitors, receivers and other similar hardware apply, and are hereby incorporated by reference into this Agreement as if set forth fully herein.
You accept that use of the Services is at your risk. You accept that Active8me is not responsible for any adverse consequences arising out of the use of the Services.
You agree to indemnify, defend and hold harmless the Active8me Parties from and against any and all claims, losses, proceedings, damages, expenses, liability and costs (including reasonable solicitors fees) suffered or incurred by us, which arises as a result of:
- any access to or use of the Services by you, an Affiliate, End User or any third party using your account;
- any actual or alleged violation by you, an Affiliate, End User or any third party using your account of the intellectual property, privacy or other rights of a third party; and
- any dispute between you and another party regarding ownership of or access to Your Data.
You accept that these obligations survive termination of the Service.
You accept that we will not accept liability for failures in providing Services that are outside normal usage or reasonably foreseeable including force majeure, natural disasters, acts of God, war, terrorism, third party service (including telecommunications) disruption and civil disobedience.
4.0 INTELLECTUAL PROPERTY
Active8me or its Affiliates own all right, title and interest in and to the Services, the Active8me Data and Aggregated Data, including, without limitation, all intellectual property rights therein. Subject to the limited rights expressly granted to you under this Agreement, Active8me and its Affiliates reserve all rights, title and interest in and to the Services, the Active8me Data and Aggregated Data, including, without limitation, all related intellectual property rights.
Unless otherwise indicated and except for any functionalities provided by external Services, all proprietary and intellectual property rights in this Services (including its content, materials, recipes, exercise programs, text, graphics, logos, icons, sound recordings, video, software and advertisements) is owned or licensed by us. Information procured from a third party may be the subject of copyright owned by that third party. All rights are reserved by us.
All product and service names, logos and trademarks on the Services are owned by Active8me or its Affiliates. Nothing on the Services should be interpreted as granting any rights to commercial use or to distribute any names, logos or trademarks, without the express written agreement of the relevant owners. You agree not to display or use any Active8me trademarks, logos, product and service names in any manner without Active8me’s express prior written permission. Any trademarks, service marks and logos associated with a Third Party Offering may be the property of the third party provider, and you should consult with their trademark guidelines before using any of their marks.
License grant to you:
Subject to the terms and conditions of this Agreement, Active8me grants you a personal, limited, non-exclusive, non-transferable and non-sublicenseable, revocable licence to access, view, listen to and use the Services solely for your personal, non-commercial, and internal business purposes and only for those purposes. Otherwise, to the extent allowed by law, no part of these Services may be reproduced, reused, retransmitted, adapted, published, broadcast or distributed without our prior written permission.
The following are examples of conduct that are not authorised by these terms:
- sharing the content of these Services or your account with other persons unless facilitated via authorized and developed functionality provided by Active8me;
- modifying, copying or creating any derivative works based on the Services;
- You may not assign, sell, distribute, time-share, lease, rent, lend, sub-license, offer in a service bureau, or otherwise make the Services available to any third party (other than to Affiliates and End Users as appropriate and as permitted herein), in whole or in part, without the prior written consent of Active8me.
- reverse engineer or decompile any portion of the Services, including but not limited to, any software utilized by Active8me in the provision of the Services
- accessing or using (or allowing a third party to access or use) the Services for competitive analysis or to build any competing products or services
- coping any features, functions, integrations, interfaces or graphics of the Services
- using or displaying any Active8me logos, trademarks, product and services names or other Active8me material of any form (including any derivations) of our Services (for example the phrase “Active8me 8 Week Transformation Program” (or anything substantially identical or deceptively similar)), or Active8me employees or talents/personnel’s likeness … to describe, market, endorse or promote any goods or services (including goods and services such as meal plans and personal training services)
- registering or maintaining any social media pages or Services that misrepresent or are reasonably likely to misrepresent any affiliation with, or endorsement by, us or Active8me employees or talents/personnel’s; and
- systematically download or “scraping” of content of our Services.
- otherwise use or exploit the Services in any manner not expressly permitted by this Agreement.
We may, from time to time, monitor your use of the Services to determine if you are in breach of these terms. Such monitoring may include:
- the frequency and nature of any downloads; and
- the time of access and IP addresses used to access the Services.
We may suspend, limit or terminate your access to the Services (at our discretion) if we reasonably suspect, based on the results of such monitoring, that you are in breach of these terms.
License grant to Active8me:
You hereby grant to Active8me and its affiliates a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license (a) to modify, copy, distribute and incorporate into the Services (without attribution of any kind) any suggestions, enhancement request, recommendations, proposals, correction or other feedback or information provided by you, Affiliates or End Users relating to the Services or Active8me’s or its affiliates’ business(es); and (b) to use your business name(s), trademarks, service marks or logos (collectively, “Your Marks”) in connection with providing the Services and for marketing and promotional purposes in connection with Active8me’s or its affiliates’ business(es). Active8me agrees that any use by Active8me of any of Your Marks will inure solely to the benefit and goodwill of your business. Other than those rights specifically granted to Active8me or its affiliates herein, all right, title and interest in and to Your Marks are expressly reserved by you.
5.0 USER-GENERATED CONTENT
User Content: All Content added, created, uploaded (including features such as live chat and forums), submitted, distributed, or posted to the Services by users (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.
Notices and Restrictions: The Services may contain Content specifically provided by us, our partners or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.
License Grant: By submitting User Content through the Services, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sub-licensable and transferable license to use, edit, modify, adapt, truncate, aggregate, reproduce, distribute, transmit, publish and/or broadcast, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Applications, the Site, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Applications, the website or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your Account or the Services. You also hereby do and shall grant each user of the Applications, website and/or the Services who has access to your User Content a non-exclusive, perpetual license to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content, including after your termination of your Account or the Services. For clarity, the foregoing license grants to us and our users does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
By posting, submitting, updating, modifying, transmitting or otherwise making available any User Content on these Services:
- you warrant that either you are the sole and exclusive owner of all user content or you have all rights, licenses, consents and releases necessary to grant us the license to the User Content as set forth above;
- you also warrant that you independently created or otherwise have all the necessary rights and permissions needed to submit User Content to the Services;
- you must ensure, and warrant, that your User Content, and the licence that you grant to us under the paragraph titled “License Grant”, do not infringe the rights (including intellectual property rights, privacy and reputation) of any other person, and you agree to indemnify us against any third party claims arising from your use of the Services in breach of this paragraph; and
Access Controls: The Services may include functionalities that allow you to control whether or not the public or other users of the Services are able to view your User Content (Access Controls). We will use our best endeavours to ensure that the Services properly implements the Access Controls that you select, but we do not warrant or guarantee that the implementation is error free. Because we are not able to guarantee that the implementation of the Access Controls is error free, you should take particular care before deciding whether to upload any User Content. In particular, you should be aware that, if your User Content is downloaded by any other person (including other users of the Services) (whether authorised or not), then neither Active8me nor you may be able to control the further disclosure and publication of that User Content. You acknowledge that, subject to us using reasonable endeavours to implement the Access Controls that you have selected, your User Content will be displayed on the Services, and other users may use, view, download and share publicly your User Content. We are not responsible for how other users will use your User Content. You should take care before posting anything sensitive or personal about yourself to any part of the Services that are accessible to the public or other users of the Services. If you discover any improper implementation of your selected Access Controls, please inform us immediately so that we can investigate and, where appropriate, correct the error. To the extent permitted by law, we are not liable to you for any loss or damage arising as a result of or in connection with any incorrect implementation of the Access Controls that you select (including any resulting disclosure of your User Content that you did not intend to disclose).
We have the right, but not the obligation, to monitor and review User Content from time to time and we may, at our sole discretion and without prior notice to you, remove or edit any of your User Content for any reason (or for no reason at all).
Notwithstanding our right to monitor, review and edit any User Content, we are not obliged to do so. We accept no responsibility or liability for any User Content. In particular, you acknowledge and agree that we do not authorise, condone or endorse any User Content of any other user, and are not responsible for the accuracy, legality or decency of such content. You are solely responsible for verifying the veracity of any claims or statements made in any User Content.
Some User Content may refer to events or activities that are organised by other users of the Services. We are not responsible for organising these events and activities, and do not authorise or endorse them. You are solely responsible for determining whether to participate in these events and activities, at your own risk.
If you believe that your rights have been infringed by any other User Content, or wish to report any User Content that does not comply with these terms, please contact our administrator at firstname.lastname@example.org.
6.0 PERMITTED USE
We prohibit the use of these Services and any of its functionalities, features and content in any manner other than as expressly allowed by us in these terms. With respect to your use of or participation in any interactive facility on the Services, you acknowledge and agree that:
- you are legally responsible for all User Content you submit;
- under no circumstances will you post any material, or engage in any behaviour, that is, or could reasonably be taken to be, predatory or intimidating, or in any way designed to solicit identifying information from anyone under the age of 18 years;
- we may notify and/or cooperate with any authorities and law enforcement agencies in relation to any of your activities in connection with the Services, including providing any and all information about you held by us (whether of a personal nature or otherwise), to those entities;
- You agree that title and ownership of the Services and all our confidential information and trade secrets remain with us.
- We may suspend or terminate your account and refuse use of Services if you provide any information (including a valid contact email address or phone number) that is false, misleading, inaccurate, not current or incomplete or if Active8me has reasonable grounds to believe that such information is false, misleading, inaccurate, not current or incomplete or if any terms in this agreement are breached.
Additionally you agree that you (or a third party that you permit) will not:
- take any action or upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Content, that:
- take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure;
- interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services;
- bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services);
- run any form of auto-responder or “spam” on the Services or take any action that constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
- use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Applications or the Site;
- harvest or scrape any Content from the Services;
- directly or indirectly
- decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction,
- modify, translate, or otherwise create derivative works of any part of the Services,
- copy, rent, lease, distribute, use the Services for timesharing or service bureau purposes or otherwise transfer any of the rights that you receive hereunder, or
- remove or obscure any proprietary notices on the Services. You shall abide by all applicable local, state, national and international laws and regulations
- impersonate any person or entity;
- post or transmit any illegal, unlawful, threatening, discriminatory, harassing, libelous, deceptive, abusive, defamatory, offensive, invasive of another’s privacy, otherwise harms a third party, racially or sexually vilifying, obscene, profane, vulgar, contains or depicts nudity, contains or depicts sexual activity or is pornographic or indecent material of any kind, or is otherwise inappropriate as determined by us in our sole discretion, (or encourage any other person to do so);
- bypass (or attempt to bypass) any security mechanisms imposed by the Services;
- post or transmit false, inaccurate or misleading material or make any form of misleading or deceptive representation;
- knowingly post or transmit or permit the posting or transmission of any material/code/files/programs, which contains a computer virus or other harmful data, code or material and is designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;
- take any action that includes anyone’s identification documents or sensitive financial information.
- exploit the Services for your own commercial or unlawful purposes or the commercial or unlawful purposes of any other person (including the posting of advertisements, solicitors, promotional materials, “spam” or any other materials that are contrary to our commercial or lawful interests);
- provide access or links to any material (including links to peer to peer network “trackers”) which may infringe the intellectual property rights of another person; or
- delete or alter or attempt to delete or alter attributions, legal notices, trademarks or copyright marks on any material contained in the Services; and
- not to copy (or allow a third party to copy), modify, create a derivative work, reverse engineer or reverse assemble, disassemble, or decompile Active8me software, or any other action to allow its whole or partial re-use by others.
- Take any action that infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty
- Take any action in violation of our guidelines and policies.
You agree that at our request you will do all things necessary and desirable, either to give effect to these terms or to help us comply with all regulatory directions and obligations
We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to:
- satisfy any applicable law, regulation, legal process or governmental request
- detect, prevent, or otherwise address fraud, security or technical issues
- respond to user support requests, or
- protect the rights, property or safety of us, our users and the public.
7.0 THIRD PARTY SERVICES
Although the Services (or User Content) may reference or permit you to link to, access or use Third Party Offerings, they are not “services” under this Agreement, and are not subject to any of the warranties, service commitments or other obligations with respect to the Services hereunder. These Third Party Offerings may include other apps, websites, services, hardware, equipment or resources on the Internet, and which may in turn contain links to other Third Party Services.
When you access third party resources and services, you do so at your own risk. Active8me does not control Third Party Offerings and will have no liability to you or Affiliates in connection with any Third Party Offerings. We aren’t responsible for any third party products that are integrated with or used in connection with the Services. Additionally, we cannot, and do not, guarantee, represent or warrant that the content contained in the sites is accurate, legal and/or inoffensive. By using the Services to search for or link to another site, product, app, equipment of Service, you agree and understand that you will not make any claim against us for any damages or losses, however arising, which results from your use of the link to access another site.
You acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites, resources, hardware, software integrations, apis or equipment. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website, resource or hardware or equipment.
Active8me has no obligation to monitor or maintain Third Party Offerings, and may disable or restrict access to any Third Party Offerings at any time.
The inclusion of any such link or connection does not imply our endorsement or any association between us and their providers. We do not endorse the content of any third party site, nor do we warrant that they will not contain viruses or otherwise impact your computer.
By using or enabling any Third Party Offering, you are expressly permitting Active8me to disclose Your Data or other information to the extent necessary to utilize the Third Party Offering. YOUR USE OF THIRD PARTY OFFERINGS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY OFFERINGS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY OFFERINGS).
8.0 PAYMENT, BILLING AND REFUNDS
Services Fees: Fees for the subscribed Software Services (“Subscription Fees”) may be updated by Active8me from time to time, or as otherwise stated on an Order Form. This describes our fees and your payment obligations. All fees are non-refundable and must be paid in advance.
Paid Services: Certain of our Services may be subject to payments now or in the future (the “Paid Services”). You agree to pay Active8me the fees for the Initial Subscription Term, as specified in the “Active8me SaaS Order Form” and/or “Active8me SaaS agreement” and any other applicable fees stated on an Order Form or otherwise specified in this Agreement. All payment obligations under this Agreement are non-cancelable and all fees paid are non-refundable (with the exception of the conditions described blow in this section 8.0). Unless otherwise stated on an Order Form, fees must be paid in advance of each billing period. You will provide Active8me with valid and updated credit card information or another form of payment acceptable to Active8me. If you provide credit card information, you represent that you are authorized to use the card and you authorize Active8me to charge the card for all payments hereunder. By submitting payment information, you authorize Active8me to provide that information to third parties for purposes of facilitating payment. You agree to verify any information requested by Active8me for purposes of acknowledging or completing any payment. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of this Agreement.
Changes in Fees: Upon notice to you, Active8me may increase any fees specified in an Order Form, provided the increase will not become effective until the expiration of the current Subscription Term. Active8me may increase any fees that are not specified in an Order Form at any time, with or without notice to you. Active8me may also convert any free, trial or beta Service into a Service subject to a Subscription Fee upon notice to you, and your rights to such Service will be suspended if you do not pay the Subscription Fee.
Taxes: Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with purchases and transactions under this Agreement. If Active8me is legally required to pay or collect any Taxes on your behalf, Active8me will invoice you and you will pay the invoiced amount. For clarity, Active8me will be solely responsible for taxes assessed on Active8me based on its income. You acknowledge that we may make certain reports to tax authorities regarding transactions that we process and merchants to which we provide Payment Processing Services.
Billing: We may use a third-party payment processor (the “Payment Processor”) to bill you through a payment account (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for error by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
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. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand. We are not able to access your credit card or other financial details and you agree that we will not be held liable for any loss you incur arising from your use of this payment method unless caused by our fraud or the fraud of our employees.
Recurring Billing: Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. Other Paid Services may consist only of a recurring subscription charge. These charges will be specified at the time of registration or in an Order Form, whichever may be applicable. The Initial Subscription Term commences on the “Subscription Start Date” as specified in an Order Form.
The said Initial Subscription Term shall automatically renew on the recurring period basis (eg monthly, quarterly or annually) until either Party terminates in accordance with this Agreement. Both the Initial Subscription Term and the period of automatic renewal which extends from the Initial Subscription Term shall be the Subscription Period.
If you enter into this Agreement on behalf of a company or other legal entity, you may terminate the Agreement and/or any subscription at any time, for any reason or no reason, by providing notice to the other Party at least sixty (60) days before the end of the relevant Subscription Term. Unless otherwise specified in an Order Form, Subscription Fees during any automatic renewal term will revert to the current pricing in effect at the time such renewal term commences.By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, go to email@example.com.
Payment Errors: If you believe a payment has been processed in error, you must provide written notice to Active8me within thirty (30) days after the date of payment specifying the nature of the error and the amount in dispute. If notice is not received by Active8me within such thirty (30) day period, the payment will be deemed final.
Reaffirmation of Authorisation: Your non-termination or continued use of a Paid Service reaffirms that we are authorised to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our 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 selected to use the Paid Service.
Free Trials and Other Promotions: Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial or promotion. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at firstname.lastname@example.org
Membership Request: Membership requests are subject to acceptance by us. Acceptance (or rejection) of a request will be notified to you as part of the registration procedure. Acceptance and continued access to our service is always subject to payment first being made by you. For the removal of doubt, by placing a membership request, you make an offer to purchase the relevant subscription that is the subject of your request. We reserve the right to terminate your access to our service if you are not up to date with any payment plan that may be offered. At the absolute discretion of Active8me full access will be restored upon receipt of all accumulated unpaid subscription fees.
Overdue Fees: Any amounts not received by the applicable due date may accrue overdue fees. If Active8me is required to collect overdue fees from you, you agree to pay all reasonable costs (including legal fees on a full indemnity basis), if any, incurred by Active8me in collecting those overdue fees from you, and to pay a late charge on any overdue fees The overdue fees will accrue at our bank’s business cheque account overdraft rates plus 2 percent (2%) of the outstanding balance per month, or the maximum interest permitted by applicable law, whichever is less, plus costs of collection, Any amount not received by Active8me within thirty (30) after the applicable due date will be deemed a material default under this Agreement, and Active8me will be entitled to either suspend the Services or terminate the Agreement in accordance with Section 12.
Refunds: All fees are non-refundable, unless:
- following any cancellation of our Service, we decide to provide you with a refund, such grant of refund and the amount of refund shall be at our sole and absolute discretion. For the avoidance of doubt, you will continue to have access to the Service through the end of your current billing period.
- during the period in which you have paid for access to our information service through our Services, the information service is not available for a period lasting more than 5 days. In this circumstance, a pro rata refund may be granted in our sole and absolute discretion upon written request by email at email@example.com, however you acknowledge that we may refuse a request where we are able to provide the information service to you through alternative means (such as email, twitter etc); or
- you provide credible evidence to us to prove that you have been wrongly billed or such other circumstances on a “case to case” basis as we may decide in our sole and absolute discretion.
To the extent permitted by law, you must bear any expenses that you may incur in connection with your request for such a refund. Upon receipt of a refund your agreement with us is at an end and we will cancel your account. You agree that this is your sole remedy in these circumstances.
Any changes we make will become effective when we post a modified version of the Agreement to our Website, It is your obligation to ensure that you have read, understand and agree to the latest version of the Agreement that’s posted on our Website.
If you do not agree with the changes, then you must stop using the Services, and prior to you accessing your account you may terminate your account and notify us by emailing firstname.lastname@example.org. Where the proposed changes have more than a minor detrimental effect on your circumstances (in our reasonable opinion), we will refund a percentage of your subscription fee calculated by reference to the amount of time remaining on your subscription (a pro-rata refund).
10.0 PERSONAL INFORMATION COLLECTION NOTICE
In registering for access or using our Services, you may be required to give us certain personal information in which you have certain rights. Personal information relating to you which we collect, use and disclose may include sensitive information, such as information about your health, your details related to how you pay for our services, your age, height and weight. If you do not provide all of the personal information that we request, then you may not be able to complete the registration process, or we may not be able to provide all or some our services to you.
While we store the majority of the personal information that we collect from you in Singapore, we may from time to time store some of the information in a computer server located elsewhere.
10.1 Your Data
You also consent to us using and disclosing information about your age, name, height, weight, BMI and activity for the purposes of displaying your User Content; publicly profiling your fitness and health on the Services; displaying the results of competitions; displaying cohort results on our partner dashboard; promoting the service and encouraging other members/users; and also to disclose to financial service providers to allow processing of your payments.
As between you and Active8me, you own all right, title and interest in Your Data. You hereby grant to Active8me a nonexclusive, worldwide, assignable, sublicensable, fully paid-up and royalty-free license and right to copy, distribute, display and perform, publish, prepare derivative works of and otherwise use Your Data for the purposes of providing, improving and developing Active8me’s or its affiliates’ products and services and/or complementary products and services of our partners. You represent and warrant to Active8me that you have all rights necessary to grant the licenses in this Section 10.0, and that your provision and use of Your Data through and in connection with the Services does not violate any applicable laws or rights of any third party.
10.2 Active8me Data
Notwithstanding this Section 10.1, all right, title and interest in any data or information collected by Active8me independently and without access to, reference to or use of any of Your Data, including, without limitation, any data or information Active8me obtains about End Users through Active8me’s Services (whether the same as Your Data or otherwise), will be solely owned by Active8me (collectively, “Active8me Data”). We will own all Aggregated Data.
10.3 Aggregated Data
You authorize Active8me to aggregate or anonymize Your Data or other data in connection with the Agreement, and Active8me will own all Aggregated Data. You agree that nothing in this Agreement will prohibit Active8me or its affiliates from utilizing Aggregated Data for any purpose, provided such Aggregated Data does not reveal any personally identifying information about you or any End Users.
10.4 Unauthorized Disclosure
10.5 Data Related Disputes
You are solely responsible for resolving disputes regarding ownership or access to Your Data, including those involving any current or former owners, co-owners, employees or contractors of your business. You acknowledge and agree that Active8me has no obligation whatsoever to resolve or intervene in such disputes.
The User (be it a partner or individual) grants Active8me the right to add the User’s name and company logo to its customer list, its marketing materials, the Active8me Services. Except for the foregoing, neither party may use the other party’s name or logo without the other party’s prior written consent.
You agree that we may use communications with you (feedback, praise, criticisms, quotes, correspondence, support conversations and any other interactions with you) in our content, provided we obtain your consent.
You agree this material we are permitted to use includes your Internet addresses (as email addresses and web addresses and any other forms including messaging) that you choose to supply us in any way as well as linking to those addresses such as your website from our website and reproducing carefully selected appropriate public material from your website including images, logos, trade or service marks, brands and the like from your website on our testimonials page and also in related places and materials both online and in other forms including directories that we publish.
12.0 SEVERANCE & TERMINATION
Active8me may in its sole and absolute discretion refuse registration, or suspend or terminate your access to all or any part of the Services at any time and for any reason, with or without cause, with or without notice, effectively immediately, which may result in the forfeiture and destruction of all information associated with your membership.
Termination for cause: We may suspend or terminate this Agreement (and hence your access to and use of the Services (or any portion thereof)) at any time, and effective immediately upon notice to you if you or an Affiliate are in material breach of this Agreement and if we believe
- that any activity or use of Services in connection with your or an Affiliate’s account violates this Agreement, the intellectual property rights of a third party or applicable laws, or is otherwise disruptive or harmful to Active8me or any third party,
- that we are required to do so by law, or
In the event of a termination pursuant to this Section 12.0, in addition to other amounts you may owe Active8me, you must immediately pay any unpaid Subscription Fees associated with the remainder of the Subscription Term. In no event will any termination relieve you of your obligation to pay any fees payable to Active8me for the period prior to the effective date of termination.
Upon termination or expiration of this Agreement (a) all Order Forms will automatically terminate and be of no force or effect; (b) you will have no rights to continue use of the Services and you agree that you will no longer access (or attempt to access) the Services; and (c) except as specified in the following paragraph, Active8me will have no obligation to maintain your Services account or to retain or forward any data to you or any third party, except as required by applicable law.
If you wish to terminate your Account, you may do so by contacting us at email@example.com. Any fees paid hereunder are non-refundable.
The terms underneath the following headings survive the termination and expiry of this agreement: “disclaimer”, “limitation of liability”, “indemnity”, “intellectual property” and “user-generated content”.
14.0 GOVERNING LAW
These terms are governed by the laws in force in Singapore.
15.0 DISPUTE RESOLUTION
15.1 Mandatory Informal Dispute Resolution
If you have any dispute with Active8me arising out of or relating to this Agreement, you agree to notify Active8me in writing with a brief, written description of the dispute and your contact information, and Active8me will have thirty (30) days from the date of receipt within which to attempt resolve the dispute to your reasonable satisfaction. If the Parties are unable to resolve the dispute through good faith negotiations over such thirty (30) day period under this informal process, either Party may pursue resolution of the dispute in accordance with the arbitration agreement below. If we can’t resolve a dispute after following the process above, then we must resolve through arbitration and not in court.
15.2 Arbitration Agreement
ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND ACTIVE8ME, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, THAT ARE NOT RESOLVED PURSUANT TO SECTION 15.1 ABOVE WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND ACTIVE8ME AND YOU EACH HEREBY WAIVE THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be resolved in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”).
Any arbitration hearing will be held in Singapore. The applicable governing law will be as set forth in Section 14.0. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.
16.1 Entire Agreement
If you have any dispute with Active8me arising out of or relating to this Agreement, This Agreement, together with any Order Forms and any terms and policies that are incorporated into this Agreement by reference (including by reference to a URL), constitute the entire agreement and supersede any prior agreements between you and Active8me with respect to the subject matter hereof. In the event of a conflict between an Order Form and this Agreement, the Order Form will control. This Agreement supersedes and replaces all prior and contemporaneous agreements, proposals or representations, written or oral, between Active8me, on the one hand, and you or any Affiliate, on the other hand.
16.2 Waiver and Severability
No waiver of any provision of this Agreement by Active8me will be effective unless in writing and signed by Active8me. No waiver by either Party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
You may not assign, delegate or transfer this Agreement in whole or in part, without Active8me’s prior written consent. Active8me may assign, transfer or sublicense any or all of Active8me’s rights or obligations under this Agreement without restriction.
Any notices provided by Active8me under this Agreement may be delivered to you within the Services or to the email address(es) we have on file for your account. You hereby consent to receive notice from Active8me through the foregoing means, and such notices will be deemed effective when sent if on a business day, and if not sent on a business day then on the next business day. Except as otherwise specified in the Agreement, any notices to Active8me under this Agreement must be delivered via first class registered mail, overnight courier, to
Active8me Pte Ltd
Attn: Active8me Customer Support
177 Tanjong Rhu Rd
Waterplace, Tower A3, #12-15
16.5 Force Majeure
Neither Party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that Party’s reasonable control and occurring without that Party’s fault or negligence, including, but not limited to, acts of God (natural disaster, flood, earthquake, fire); acts of government; civil unrest; acts of terror; war; strikes; lockout or other labour problems (other than those involving Active8me’s or your employees, respectively); computer attacks (by government/nation entities or otherwise) or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Or any other circumstances beyond the reasonable control of Active8me. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
16.6 Electronic Communication and Signatures
You agree to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.
16.7 Relationship of the Parties
This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Active8me.
For the purposes of this Agreement, the following capitalized terms will have the meanings set forth for each of them below:
“Active8me Parties” means Active8me shareholders, directors, officers, employees, affiliates, agents, representatives, contractors, content providers, licensors, partners, suppliers, subcontractors, and service providers.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with you, and that has been designated to receive Services under this Agreement. “Control” for purposes of this definition means the power to direct or cause the direction of the management and policies of the subject entity, whether through equity ownership, a credit arrangement, franchise agreement or other contractual arrangement. “Affiliate” also includes any of your business locations and any Franchisees that have been designated to receive Services under this Agreement.
“Aggregated Data” means anonymized or aggregated data derived by or through the operation of the Services that is created by or on behalf of Active8me and that does not reveal any personally identifying information.
“Agreement” means these Terms of Service.
“API” means Active8me’s application programming interface or such other URL as may be specified by Active8me and updated by Active8me from time to time, or any subsequent application programming interfaces that are developed and made available by Active8me to interact with or otherwise be used in connection with the Services.
“Applications” means software services, features, content, goods or applications offered by Active8me.
“Apps” means any applications (mobile or otherwise) through which Active8me makes the Services available.
“Branded Mobile App” (also referred to as “BMA”) means a white-label version of the Active8me App. That is, a version of the Active8me platform that is branded to look like the partner’s (likely including their imagery and logo, and may be published from the partners app store account).
“Cardholder Data” means credit card numbers, expiration dates, billing addresses, and cardholder names as entered by End Users and you. Cardholder Data is a subset of End User Data.
“Confidential Information” means (a) any software utilized by Active8me in the provision of the Services and its respective source code; (b) each Party’s business or technical information, including but not limited to the Documentation, information relating to software plans, designs, costs, prices and names, business opportunities, personnel, research, development or know-how that is designated by the disclosing Party as “confidential” or “proprietary” or the receiving Party knows or should reasonably know is confidential or proprietary; and (c) any special pricing or other non-standard terms agreed to by the Parties in an Order Form or other separate written document.
“Documentation” means any other materials provided by Active8me as part of the Services.
“Effective Date” means the date of signing of this Agreement, or any such agreement between the User and Active8me.commences.
“User” means a business or individual that schedules or purchases products or services from you through the Services, that you market to, communicate with, or target through the Services, or that otherwise interacts with you through the Services, or that you authorize to use the Services in connection with your business.
“End User Data” means all data, information or other material about an End User that you, an Affiliate or End User provides or submits to the Services. End User Data may include Cardholder Data and such portions of Your Data that relates to specific End Users.
“Force Majeure” means acts of God (natural disaster, flood, earthquake, fire); acts of government; civil unrest; acts of terror; war; strikes; lockout or other labour problems (other than those involving Active8me’s or your employees, respectively); computer attacks (by government/nation entities or otherwise) or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Or any other circumstances beyond the reasonable control of Active8me.
“Franchisee” means any party that is bound by a franchise agreement with you, and that you have designated to receive Services under this Agreement. Franchisees are bound by the terms of this Agreement as if they were an original party hereto.
“Initial Subscription Term” means the period, as agreed between Active8me and the User, that extends from the Subscription Start Date (as defined below) until such said period as agreed between Active8me and the User lapses or is automatically renewed.
“Marks” means the business name(s), trademarks, service marks or logos of a business
“Active8me App” means the consumer-facing, downloadable mobile app made available by Active8me and known as the “Active8me App” (and its successor products), which allows consumers to access Active8me’s programs (in full or part) and pay for the services of Active8me programs and any participating Active8me partners and subscribing businesses.
“Order Form” means a separate ordering document, invoice, online form, or other documentation that specifies the Services ordered or purchased hereunder, the applicable fees (or if the Services are free), and other terms as agreed to between the Parties. If an Order Form indicates that any Affiliates or Franchisees will be receiving Services hereunder, each of them will be bound by the terms of this Agreement as if they were an original party hereto.
“Paid Services” means our Services that may be subject to payments now or in the future.
“PCI DSS” means the requirements of the Payment Card Industry Data Security Standard, as detailed on https://www.pcisecuritystandards.org/, and as may be updated from time to time.
“Subscription Term” means the term that commences from the Subscription Start Date of the paid subscription service, and inclusive of both the Initial Subscription Term (as defined above) and the period of automatic renewal thereafter.
“Subscription Start Date” means the date where the User’s paid subscription service starts.
“Services” means and includes, but is not limited to, software services, features, content, goods, Active8me’s website, and Active8me’s applications (mobile or otherwise) offered by Active8me. “Services” shall not include Third Party Offerings (as defined below).
“Third Party Offerings” means any third party products, applications, websites, implementations or services, including loyalty programs, that the Services link to, or that interoperate with or are used in conjunction with the Services.
“User Content” means all Content added, created, uploaded (including features such as live chat and forums), submitted, distributed, or posted to the Services by users
“Website” means https://www.active8me.com and any other websites through which Active8me makes the Software Service available.
“Your Data” means any data, information or material provided or submitted or made available by you and Affiliates to the Services. Your Data may include End User Data and Cardholder Data (and your or their representative’s data), but excludes Aggregated Data.
Copyright, last updated on 24th April, 2020
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