Terms of use | LifeLoop

PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE LifeLoop PLATFORM, THIS SITE, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THESE TERMS, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT AND RECOGNIZE THAT YOU MAY BE WAIVING CERTAIN RIGHTS.

THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT, BRING A CLASS ACTION, AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AS WELL AS PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.

These Terms of Use (this “Agreement”) are agreed to between It’s Never 2 Late, LLC, DBA LifeLoop, with its principal place of business at 5889 Greenwood Plaza Blvd, Suite 210, Greenwood Village, CO 80111 ("we" "us" or “LifeLoop”) and You, or, if You represent an entity or other organization, that entity or organization (in either case, “You”). The Agreement governs Your use of this website, the LifeLoop Platform, LifeLoop Software, LifeLoop Content, LifeLoop Hardware, and LifeLoop Services, LifeLoop System, and any other applications, software, or sites that link to this Agreement (collectively, the “LifeLoop Platform”).

YOUR CONTINUED USE OF THE LIFELOOP PLATFORM IS SUBJECT TO YOUR CONTINUED COMPLIANCE WITH THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT USE THE LIFELOOP PLATFORM.

CONTINUED ACCESS AND USE OF THE LIFELOOP PLATFORM AFTER CHANGES HAVE BEEN MADE TO THIS AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE REVISED AGREEMENT THEN IN EFFECT. YOU AGREE THAT YOU WILL REVIEW THIS AGREEMENT PERIODICALLY AND THAT YOU SHALL BE BOUND BY THIS AGREEMENT AND ANY MODIFICATIONS TO IT.

What’s Contained in This Agreement

Click on the links below to jump to that section of the Agreement.

Highlights of the Agreement
Our Intellectual Property Rights
Your Authorized Use of the LifeLoop Platform
Downloads
Cellular Connectivity
Content Submitted by You
Interactive Features and Forums
Interactive Chat
Accounts
Purchases and Payments
Third-Party Content and Links
Copyright Infringement Notices
Updates to this Agreement
Other Policies
Important Legal Terms

Disputes, Arbitration, and Class Action Waiver
Canadian Users
Contact Us

Highlights of the Agreement

This Highlights section is intended to provide You with a basic overview of the contents of this Agreement. However, please read this entire Agreement for a complete understanding of the terms You are agreeing to. The meaning of capitalized words can be found in the full Agreement. If there is a conflict between the terms of this “Highlights” section and the terms of the full Agreement, the terms of the full Agreement control.

(a) Our Rights

All the Content on the LifeLoop Platform is protected by intellectual property rights―You may only make limited use of the Content You find on the LifeLoop Platform, as described below.
We may block You from accessing our Sites, block or delete Your User Content, or terminate Your Account for any reason.
We are not liable for third-party content hosted on our Sites, external websites linked to or from our Sites, or errors regarding product information, availability, or promotional offers.

Read more about what You can and cannot do on the LifeLoop Platform.

(b) Your Use of the LifeLoop Platform

Unless otherwise indicated, You only may use our Sites and our Content for Your personal use as an individual.
While on our Sites, You may not violate any laws, infringe any rights, threaten, harass, or impersonate others, or take other actions that harm us or other people or parties.
You must not attempt to bypass security protections on our Sites, introduce viruses or other harmful code, or use our Sites to attack other websites or services.
If You register for an Account on a Site, You should keep Your password confidential and not allow other people to use Your Account.

Read more about what You can and cannot do on our the LifeLoop Platform.

(c) Your Content

If You send us or post or upload User Content to our Sites, we may use that User Content for any purpose, including commercial uses, product development, and advertising.
If You post Your name, personal information, or other User Content to public areas of our Sites, that information might be seen and used by any visitors to our Sites.
You should not send us or post User Content that 1) You want to keep confidential or 2) You do not have the rights to post.

Read more about the Content You transmit to us or through our Sites.

(e) Canadian Users

There are special terms and limitations for Canadian users of the LifeLoop Platform.

Read the terms specific to Canadian residents.

(e) Important Things to Know

By using a Site, You consent to the terms of this Agreement. We may update this Agreement from time to time, and we will use reasonable efforts to provide You with notice of these updates if they are material.
THIS AGREEMENT CONTAINS LIMITATIONS ON OUR LIABILITY TO YOU, IMPORTANT DISCLAIMERS OF WARRANTIES, AND INDEMNIFICATION OBLIGATIONS BY YOU.
THIS AGREEMENT GOVERNS HOW DISPUTES WITH US WILL BE HANDLED, INCLUDING USING BINDING ARBITRATION WITH A CLASS ACTION WAIVER.
Your use of a Site may be governed by other terms and conditions applicable to certain features or promotions. You should also read our Privacy Policy.
This Agreement contains information about how You can contact us regarding complaints, questions, or copyright infringement claims.

Read the complete Agreement below

COMPLETE AGREEMENT

OUR INTELLECTUAL PROPERTY RIGHTS

All names, logos, text, designs, graphics, trade dress, characters, interfaces, code, software, images, sounds, videos, photographs, and other content appearing in or on the LifeLoop Platform (“LifeLoop Content”) are protected intellectual property of, or used with permission or under license by, LifeLoop. Such LifeLoop Content may be protected by copyright, trademark, patent, or other proprietary rights and laws. This includes the entire LifeLoop Content of the LifeLoop Platform, copyrighted and protected as a collective work. All intellectual property rights associated with the LifeLoop Platform, and related goodwill, are proprietary to us or our licensors. You do not acquire any right, title, or interest in any LifeLoop Content by accessing or using the LifeLoop Platform. Any rights not expressly granted herein are reserved. Except as set forth below, the use of any LifeLoop Content available on the LifeLoop Platform is strictly prohibited.

We grant You a limited license to access and use the LifeLoop Platform and the LifeLoop Content for personal, informational, and payment purposes. No LifeLoop Content from the LifeLoop Platform may be copied, reproduced, republished, performed, displayed, downloaded, posted, transmitted, or distributed in any way without written permission of LifeLoop, except that You may download or print one copy of specific LifeLoop Content or software made available for Your downloading or printing for Your personal, non-commercial home use, subject to Your compliance with this Agreement and retain the same solely for as long as You continue to be permitted to access the Site. To use LifeLoop Content under such an exception, You must (1) keep any copyright, trademark, or other proprietary notices intact, (2) use such LifeLoop Content pursuant to any licenses associated with such LifeLoop Content, (3) not copy or post such LifeLoop Content on any networked computer or broadcast it in any media, (4) make no modifications to any such LifeLoop Content, and (5) make no additional representations or warranties relating to such LifeLoop Content. Except as otherwise expressly authorized herein or in writing by us, You agree not to reproduce, modify, rent, lease, perform, display, transmit, loan, sell, distribute, or create derivative works based (in whole or in part) on all or any part of the LifeLoop Platform or the LifeLoop Content.

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YOUR AUTHORIZED USE OF THE LIFELOOP PLATFORM

Your Use of the LifeLoop Site. While using the LifeLoop website (the "Site"), You are required to comply with all applicable statutes, orders, regulations, rules, and other laws. You may not use the Site for any fraudulent or unlawful purpose, and You may not take any action to interfere with a Site or any other party’s use of a Site. In addition, we expect users of the Sites to respect the rights and dignity of others. For example, You may not do any of the following without our consent:

Post, upload, share, transmit, distribute, facilitate distribution of or otherwise make available to or through the Site any content that is unlawful, harmful, harassing, defamatory, threatening, intimidating, fraudulent, tortious, vulgar, obscene, hateful, pornographic, spam, discriminatory, violative of privacy or publicity rights, infringing of intellectual property or other proprietary rights, or otherwise objectionable in our sole discretion, including unauthorized or unsolicited advertising;
Post to or transmit through the Sites any sensitive personally identifiable information about Yourself or third parties, such as social security, credit card or bank account numbers, health or medical information, or other information concerning personal matters, unless specifically requested by us;
Reproduce, duplicate, copy, publicly display, frame, mirror, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Site;
Impersonate any person or entity or falsely state or otherwise misrepresent Your affiliation with any person or entity in connection with the Site, or express or imply that we endorse any statement You make;
Violate, or attempt to violate, the security of the Site;
Disseminate on the Site any viruses, worms, spyware, adware, or other malicious computer code, file or program that is harmful or invasive or is intended to damage or hijack the operation of, or monitor the use of, any hardware, software or equipment;
Use scripts, macros or other automated means to impact the integrity of Reward Programs, voting, ratings or similar features;
Reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Sites;
Build a competitive product or service using the Sites, build a product or service using similar ideas, features, functions, or graphics as the Sites or determine whether the Sites are within the scope of any patent;
Interfere in any manner with the operation or hosting of the Sites or monitor the availability, performance, or functionality of the Sites;
Use any data mining, bots, spiders, automated tools, or similar data gathering and extraction methods, directly or indirectly, on the Site or to collect any information from the Site or any other user of the Site; or
Assist or permit any persons in violating this Agreement or other applicable laws or rules governing the use of the Sites.

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Linking to the LifeLoop Site: You are granted a limited, non-exclusive right to create text hyperlinks to the Sites for informational purposes, provided such links do not portray us in a false, misleading, derogatory or otherwise defamatory manner and provided that the linking site does not contain any material that is unlawful, harmful, harassing, defamatory, threatening, intimidating, fraudulent, tortious, vulgar, obscene, hateful, pornographic, spam, discriminatory, violative of privacy or publicity rights, infringing of intellectual property or other proprietary rights, or otherwise objectionable in our sole discretion, including unauthorized or unsolicited advertising. Additionally, notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Site’s root directory, we grant to the operators of public search engines permission to use spiders to copy Content from the Site for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such Content, but not caches or archives of such Content. We may revoke these permissions at any time.

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Your Access to the LifeLoop System. Subject to Your compliance with this Agreement, LifeLoop permits You to access and use the LifeLoop System, including software from LifeLoop and other third parties (the "Software"), information, data, and content from LifeLoop and other third parties ("Content"), third party hardware ("Hardware"), and additional resources, enhancements, functionality, support, maintenance, training, and other services described on the LifeLoop System ("Services"), including, but not limited to the Family Portal and other applications that link to this Agreement (collectively, the “LifeLoop System”).

You are solely responsible for obtaining and maintaining all equipment, facilities, and connectivity required to access or use the LifeLoop System, in each case as necessary to meet Your requirements based on Your particular circumstances. You will not, and will not permit any third party to: (a) access or attempt to access the LifeLoop System except as expressly provided in this Agreement; (b) use the LifeLoop System in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Hardware or the Software; (c) use automated scripts to collect information from or otherwise interact with the LifeLoop System; (d) alter, modify, reproduce, or create derivative works of any part of the LifeLoop System; (e) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any LifeLoop System; (f) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the LifeLoop System; (g) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the LifeLoop System; (h) monitor the availability, performance, or functionality of the LifeLoop System; (i) interfere with the operation or hosting of the LifeLoop System; (j) alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with the LifeLoop System; or (k) use, import, load, or transmit any Software with any hardware that is not authorized by LifeLoop. All use of the LifeLoop System will be in accordance with any documentation for the LifeLoop System provided by LifeLoop.

LifeLoop is under no obligation to provide You with any support, maintenance, or training relating to the LifeLoop System. LifeLoop retains all right, title and interest, including, without limitation, all IPR (as defined below), in and to the Technology and any additions, improvements, updates and modifications thereto. You receive no ownership interest in or to the Technology and You are not granted any right or license to use the Technology itself, apart from Your ability to access and use the LifeLoop System under this Agreement. The LifeLoop name, logo, and all product and service names associated with the LifeLoop System are trademarks of LifeLoop and its third-party providers and You are granted no right or license to use them. For purposes of this Agreement, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.

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Your Access to LifeLoop Hardware. Subject to Your compliance with this Agreement and any other terms and conditions accompanying the Hardware, You may operate the Hardware solely for the purpose of using and accessing the Software and Content provided by LifeLoop. Except as set forth in this Agreement, You are granted no licenses or rights in or to any Hardware, or any IPR therein or related thereto.

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Your Access to LifeLoop Software. The LifeLoop System provides All LifeLoop Software is provided for informational purposes only and You are solely responsible for Your use of any LifeLoop Software. The LifeLoop System may provide You with access to software developed, provided, or maintained by third parties (“Third-Party Software”). In addition to the terms of this Agreement, Your access to any Third-Party Software is also subject to any other agreement You may agree to regarding Third-Party Software (a “Third-Party Software Agreement”). Any updates, upgrades, new versions, or new releases of or to the Software provided by LifeLoop will be treated as part of the “Software” for purposes of this Agreement. Except as set forth in this Agreement, You are granted no licenses or rights in or to any Software, or any IPR therein or related thereto.

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Your Access to LifeLoop Content. Subject to Your compliance with this Agreement and any other terms and conditions accompanying the LifeLoop System, You will be provided with access to Content through the LifeLoop System. Between You and LifeLoop, all Content available through the LifeLoop System is owned by LifeLoop. All LifeLoop Content is provided for informational purposes only and You are solely responsible for verifying the accuracy, completeness, and applicability of all LifeLoop Content and for Your use of any LifeLoop Content. You will not, and will not permit any third party, to: (a) alter, modify, reproduce, or create derivative works of any LifeLoop Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any LifeLoop Content; (c) alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with any LifeLoop Content; or (d) use, import, load, or transmit any LifeLoop Content with any hardware that is not authorized by LifeLoop. Certain LifeLoop Content may include or be based on data, information or content from other third-party content providers (“Third-Party Content”). In addition to the terms of this Agreement, Your access to and use of any Third-Party Content is also subject to any other agreement You may enter into before being given access to the Third-Party Content (each, a “Third-Party Content Agreement”). LifeLoop will not be held liable to You (as defined below) under a Federal Law the Communications Decency Act or CDA, 47 U.S.C. § 230. Except as set forth in this Agreement, You are granted no licenses or rights in or to any LifeLoop Content, or any IPR therein or related thereto.

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Your Access to Other Users. The LifeLoop Platform may allow You to link, connect, or otherwise communicate with other Users through the LifeLoop Platform. By linking, connecting, or communicating with other Users, You agree to allow those Users to communicate directly with You through the LifeLoop Platform. You are solely responsible for all communications between You and any other User through the LifeLoop Platform. Your extension or acceptance of a link, connection, or other communication with another User will serve as Your affirmative “opt in” to the disclosure by LifeLoop of Your User Content (as defined below and which may include Your personal information) to that other User.

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Your Access to the Family Portal. The LifeLoop System includes the Family Portal which may allow You to connect and communicate, share Your User Content with, link to, and set and change resident preferences of resident User family members and associates, and other Users of the LifeLoop System ("Family Portal"). The Family Portal may require You to register for an Account to connect and communicate through the LifeLoop System with any family member or associate who is an LifeLoop System User. The Family Portal may also allow You to select and update resident User interests. You agree to allow other Users to communicate directly with You through the Family Portal. You are solely responsible for all communications between You and any other User through the LifeLoop System. Your extension or acceptance of a link, connection, or other communication with another User will serve as Your affirmative "opt-in" to the disclosure by LifeLoop of Your User Content (which may include Your personal information, including but not limited to, Your relationship or association to another User) to the other User(s) You communicate with.

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DOWNLOADS

The LifeLoop Platform may allow You to download certain Content, applications, software, and other information or materials. The Company makes no representation that such download will be error or malware free or fit for a particular purpose. Certain downloads may be subject to a separate agreement either with the Company or a third party, for example an agreement with a mobile application store.

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CELLULAR CONNECTIVITY

In certain circumstances, Your LifeLoop System may be connected to cellular data through a wireless carrier (a “Cellular Plan”). Your Cellular Plan is governed by the wireless carrier’s terms and conditions, not this Agreement, and any disputes related to a Cellular Plan must be directed to the wireless carrier, not LifeLoop. By using a Cellular Plan, You agree that the wireless carrier may access or exchange Your wireless carrier account information, telephone number, and subscription information with LifeLoop for purposes related to the LifeLoop Services.

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CONTENT SUBMITTED BY YOU

You are solely responsible for all data, information, and other content (such as text, audio, video, photographs, illustrations, graphics, and other media) that You may provide or generate through Your use of, or upload, send, transmit, or post to the LifeLoop System and the Family Portal (“User Content”). You retain ownership of Your User Content.

PLEASE DO NOT POST OR SEND US ANY USER CONTENT, IDEAS, SUGGESTIONS, OR OTHER USER CONTENT THAT YOU WISH TO KEEP PRIVATE OR PROPRIETARY OR FOR WHICH YOU EXPECT TO RECEIVE COMPENSATION. By sending any ideas, concepts, know-how, proposals, techniques, suggestions or other User Content to us, You agree that: (i) we are free to use such User Content for any purpose, (ii) such User Content will be deemed not to be confidential or proprietary (iii) we may have something similar already under consideration or in development, and (iv) You are not entitled to any compensation or reimbursement of any kind from us under any circumstances unless otherwise expressly agreed in writing by us. Be aware that we have no obligation to keep User Content confidential unless explicitly stated.

User Content License. Subject to any limitations included in the Privacy Policy, You grant LifeLoop a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable (including, without limitation, to (i) Users, (ii) the purchaser of the LifeLoop System, and (iii) other third parties) right to use, copy, store, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display Your User Content for purposes of providing the LifeLoop System to You and those You connect and communicate with, and for use in making enhancements and improvements to the LifeLoop Platform. In accordance with our Privacy Policy, LifeLoop may also reference You as a User of the LifeLoop System and use Your name and logo, as applicable, in listings of Users of the LifeLoop System appearing on LifeLoop’s Site and for other marketing and promotional purposes relating to the LifeLoop Platform. You represent, warrant, and agree that none of Your User Content or the use of Your User Content by LifeLoop or any other party: (1) does or will violate this Agreement, the Privacy Policy, or any applicable laws; (2) is libelous, defamatory, obscene, abusive, pornographic, threatening, or invades privacy; (3) constitutes an infringement, misappropriation or violation of the intellectual property rights or other rights of any third party; (4) is illegal or advocates illegal activity; (5) is an advertisement or solicitation; (6) is false, misleading, or inaccurate; or (7) could be considered junk mail, spam, a part of a pyramid scheme, a disruptive commercial message or disruptive advertisement. LifeLoop is not responsible or liable for any deletion, correction, destruction, damage, loss, or failure to store, restore, or back-up any of Your User Content. You agree that You have all right, title, interest, and consent in Your User Content necessary to allow LifeLoop to Use Your User Content as set forth in the rights and licenses You grant to LifeLoop under this Agreement. You shall be solely liable for any damages resulting from any infringement of copyright, trademark, proprietary rights, or any other harm resulting from any use in violation of this Agreement.

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INTERACTIVE FEATURES AND FORUMS

LifeLoop may host message boards, user-generated content, promotions, blogs, games, and other interactive features or services through which You can post or upload Your User Content or otherwise interact with the LifeLoop Platform (each, a “Forum”). We do not endorse Your User Content, or any other user-generated content posted in Forums, cannot guarantee the accuracy or authenticity of such user-generated content, and are acting only as a passive conduit for such user-generated content. LIFELOOP RESERVES THE RIGHT TO REMOVE ANY FORUM CONTENT, OF ANY VARIETY, AT ANY TIME AND FOR ANY REASON, IN OUR SOLE DISCRETION.

Forums are Public. You acknowledge and agree that Forums are public spaces, that any User Content You choose to communicate in Forums may be seen and used by others, and that Your participation in such Forums creates no expectation of privacy. You understand that LifeLoop staff, outside contributors, or other Users connected with LifeLoop may participate in Forums or other aspects of the LifeLoop System and may employ anonymous usernames when doing so. Any User failing to comply with this Agreement may be expelled from Forums in the future. LifeLoop is not responsible for Your User Content that You or others choose to communicate in Forums, or for Your actions or the actions of other users. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONAL INFORMATION OR OTHER USER CONTENT PUBLICLY AVAILABLE IN A FORUM OR OTHERWISE ON OR THROUGH THE SITES, YOU DO SO AT YOUR OWN RISK.

Our Rights. You acknowledge and agree that we reserve the right (but will have no obligation) to do one or all of the following, at our sole discretion: (a) evaluate Your User Content before allowing it to be posted on a Forum; (b) monitor Your User Content; (c) alter, remove, reject, or refuse to post or allow to be posted, without notice to You, any of Your User Content, for any reason or for no reason whatsoever; provided, however, that we shall have no obligation or liability to You for failure to do so or for doing so in any particular manner; and/or (d) disclose any of Your User Content, and the circumstances surrounding its transmission, to any third party in order to operate the LifeLoop Platform, to protect us, other Users, to comply with legal obligations or governmental requests, to enforce this Agreement, or for any other reason or purpose we deem appropriate. If You see user-generated content on the LifeLoop Platform that You believe violates this Agreement, please contact us.

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INTERACTIVE CHAT

The LifeLoop Platform may have chat, live support, instant messaging, or similar functionality to serve You better (“Chats”). Chats may allow You to speak to a human representative, a Chatbot (as defined below), or some combination of the two. You should review our Privacy Policy to learn how we treat information that could identify You gathered via a Chat. If You are signed into a User Account or Administrative Account while using a Chat, the Chat may link the Account information with You or the Chat interaction. You may not impersonate or attempt to gain information regarding another individual via a Chat. Information provided via a Chat may be inaccurate, and Chats may not always be available or error-free. Chats may be provided by third parties, and You may be entering into a contractual agreement with those third parties when You use the Chat feature. You should refer to the applicable Chat and its hyperlinks to learn more.

Chat Support. Chats may use interactive, automated computer programs and similar technologies to provide customer service via the Chat (“Chatbots”). Chatbots often work by using “natural language processing” technology to understand Your questions and inputs and respond to them with relevant information or follow-up inquiries. Where applicable, our Chatbots typically identify that You are interacting with a computer program and not a human, sometimes by a “Powered by…” or a similar legend in the Chat or by setting up the Chat in such a way that its apparent that a Chatbot is used. Chatbots use technology to respond to Your inputs without human intervention. Although Chatbots are automated, Your inputs and responses may be viewed and accessed by our real people, possibly in real time. Be aware that some Chatbots may connect You to one of our human representatives. The Site may provide features that enable You to get support for certain products including a chat feature, a support email address, or a telephone hotline. Information collected via these support methods is subject to our Privacy Policy. Be aware that communications may be monitored for quality assurance and other purposes. All information You provide to us for purposes of support is considered User Content.

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ACCOUNTS

Users. You may be permitted to access certain portions of the LifeLoop Platform without establishing a user account, provided that You have agreed to this Agreement. However, access to and use of certain Software, Content, and Services on the LifeLoop Platform, including but not limited to the Family Portal, may require You to establish a user account (“User Account”). Approval of Your request to establish a User Account will be at the sole discretion of LifeLoop. Each username and password for Your Account (“Account ID”) is personal in nature and may be used only by You.

Administrators. Purchasers of the LifeLoop System may establish an administrator account on the Site in the in LifeLoop System and functionality of each permits (“Administrator Account”). Administrator Accounts may authorize designated Users to access and use the LifeLoop Platform on behalf of the administrator through the Administrative Account by creating a separate profile (“Profile”) and User Account for each such User. You and each such User, as applicable, are considered a “User” of the Administrative Account. Before posting any Profiles of Users associated with an Administrator Account, You are responsible for obtaining any and all consents required for sharing of their Registration Information.

Registration Information. In connection with establishing a User Account, You will be asked to submit certain information about Yourself (“Registration Information”) and, as applicable, Your association with the purchaser or Administrator of the LifeLoop System, or other LifeLoop System and Family Portal User(s). You agree that: (a) all Registration Information You provide will be accurate, complete, and current; (b) You will maintain and promptly update all Registration Information to keep it accurate, complete, and current; and (c) You will not provide any Registration Information belonging to another person with the intent to impersonate that person. As applicable, by providing Registration Information, You authorize LifeLoop to disclose such information to the purchaser of the LifeLoop System.

Your Responsibilities. You are solely responsible for all access to and use of Your User Account and, where applicable, Your Administrative Account (whether authorized or unauthorized), including all Content and Services accessed through the Account. LifeLoop deems any and all actions taken through the Account to have been authorized by You. You will ensure the security and confidentiality of Your Account ID and will notify LifeLoop immediately if Your Account ID is lost, stolen, or otherwise compromised. You acknowledge that You are fully responsible for (1) all costs, fees, liabilities, or damages incurred through the use of Your Account ID, and (2) all material transferred, stored, modified, or shared through the use of Your Account ID.

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PURCHASES AND PAYMENTS

Where applicable, the LifeLoop Platform may allow You to pay Your invoice directly on it. When utilizing this option, You authorize LifeLoop (or a company chosen to act on behalf of LifeLoop) to charge the payment method provided in connection with any transaction made through Your Account and agree to honor all charges incurred in connection with any such transaction.

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THIRD PARTY CONTENT AND LINKS

Any information, statements, opinions, or other information provided by third parties and made available on the LifeLoop Platform are those of the respective author(s) and not us. We do not guarantee the validity, accuracy, completeness or reliability of any opinion, advice, service, offer, statement or other third party Content on the LifeLoop Platform.

Similarly, the LifeLoop Platform may present You with information on events, charitable causes, and the like. This is presented for informational purposes only and should not be considered our endorsement of same.

We may provide on the LifeLoop Platform, solely as a convenience to Users, links to websites, social media pages, mobile applications or other services operated by other entities. If You click these links, You will leave the LifeLoop Platform. If You decide to visit any external link, You do so at Your own risk, and it is Your responsibility to take all protective measures to guard against viruses or other destructive elements. We do not make any warranty or representation regarding, or endorse or otherwise sponsor, any linked sites or the information appearing thereon or any of the products or services described thereon. Links do not imply that we are legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links; or that any linked site is authorized to use any of our trademarks, logos, or copyright symbols.

LifeLoop uses Zoom to provide video conferencing and similar capability. Your use of the LifeLoop System may also subject You to the Zoom user agreement available at https://zoom.us/terms.

We may maintain a presence on and link to social media websites, including Facebook, LinkedIn, Twitter, YouTube, and others (collectively, “Social Media Pages”), to provide a place for people to learn more about us and our products and services, and to share experiences with our products. When You visit these Social Media Pages, You are no longer on the LifeLoop Platform, but rather a website operated by a third party. All comments, visuals and other materials posted by visitors to our Social Media Pages do not necessarily reflect our opinions, values, or ideas. All visitors to our Social Media Pages must comply with the respective social media platform’s terms of use.

YOU AGREE THAT YOUR USE OF THIRD-PARTY WEBSITES, APPLICATIONS, SERVICES AND RESOURCES, INCLUDING WITHOUT LIMITATION YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH THIRD PARTIES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES.

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COPYRIGHT INFRINGEMENT NOTICES

It is our policy to expeditiously respond to notices of alleged copyright infringement that comply with the United States Digital Millennium Copyright Act ("DMCA"). This section describes the information that should be present in these notices and the take down procedure we follow with respect to allegedly infringing material. If we receive proper notification of claimed copyright infringement, our response to these notices may include removing or disabling access to the allegedly infringing material and/or terminating or suspending users. If we remove or disable access in response to such a notice, we will make a good-faith attempt to contact the provider of the allegedly infringing content so that they may make a counter notification pursuant to the DMCA. It is our policy to accommodate and not interfere with standard technical measures used by copyright owners to identify or protect their copyrighted works that we determine are reasonable under the circumstances.

If You believe that any Content on a Site infringes upon any copyright which You own or control, You may send a written notification to our designated copyright agent (the “Designated Agent”), identified below, with the following information:

A description of the copyrighted work or other intellectual property that You claim has been infringed, with sufficient detail so that we can identify the alleged infringing material;
The URL or other specific location on the Site that contains the alleged infringing material described in (a) above, with reasonably sufficient information to enable us to locate the alleged infringing material;
Your name, mailing address, telephone number and email address;
The electronic or physical signature of the owner of the copyright or a person authorized to act on the owner’s behalf;
A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement by You that the information contained in Your notice is accurate and that You attest under penalty of perjury that You are the copyright owner or that You are authorized to act on the copyright owner’s behalf.

It’s Never 2 Late, LLC, DBA LifeLoop

Attention: LifeLoop Copyright Infringement Agent

5889 Greenwood Plaza Blvd.

Suite 210

Greenwood Village, CO 80111

legal@LifeLoop.com

To notify the provider of the allegedly infringing material to which we have removed or disabled access, we may forward a copy of Your infringement notice, including Your name and email address to the provider of the allegedly infringing material.

We may terminate users who, in our sole discretion, are deemed to be repeat infringers. Knowingly misrepresenting in a notification that material is infringing can subject You to damages, including costs and attorneys’ fees, incurred by us or the alleged infringer. If You receive an infringement notification from us, You may file a counter notification pursuant with our Designated Agent pursuant to the DMCA. To file a counter notification, please provide our Designated Agent with the following information:

Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access was disabled;
Your name, mailing address, telephone number and email address;
The following statement: "I consent to the jurisdiction of Federal District Court for the District of Colorado";
The following statement: "I will accept service of process from [insert the name of the person who submitted the infringement notification] or his/her agent";
The following statement: "I swear, under penalty of perjury, that I have a good faith belief that the affected material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled"; and
Your signature, in physical or electronic form.

Upon receipt of valid counter notification, we will promptly provide the person who provided the original infringement notification with a copy of Your counter notification and inform that person that we will replace the removed material or cease disabling access to it in ten (10) business days. Further, we will replace the removed material and cease disabling access to it not less than ten (10), nor more than fourteen (14), business days following receipt of Your counter notice, unless Designated Agent first receives notice from the person who submitted the original infringement notification that such person has filed an action seeking a court order to restrain You from engaging in infringing activity relating to the material on the Site.

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TV FREE MEDIA

TV Free Media, LLC dba Spiro100 (“Spiro100”) is an LifeLoop Third-Party Provider that offers health, fitness, and wellness information and related products, services, content, and features (collectively the “Spiro100 Content”) via the LifeLoop Site. By accessing or using the Spiro100 Content You expressly agree to the following terms:

Spiro100 Content offers health and fitness information and is designed for educational and entertainment purposes only, nothing stated in the Spiro100 Content constitutes the practice of medicine or counseling care, nor is medical or healthcare advice. You acknowledge that physical exercise in all forms that may be shown in the Spiro100 Content may constitute strenuous physical exercise and poses the risk of injury and/or physical or mental exhaustion. You expressly agree to obtain physician authorization before using the Spiro100 Content. You agree that the use of the Spiro100 Content is solely at Your own risk. You further agree that it is Your responsibility to judge Your physical and mental capabilities, and that it is Your responsibility to ensure that by participating in classes, videos, and/or activities from Spiro100, You will not exceed your limits in the practice of physical exercise and/or movement, and You will select the appropriate level of classes for Your skills and abilities, as well as for any mental or physical conditions and/or limitations You have.

By electing to utilize Spiro100 Content, You expressly acknowledge that Your use of any Spiro100 Content may lead to personal and/or bodily injury, death, loss of services, loss of consortium, or damage to or loss of property or privacy. You expressly assume any and all liability that may arise from Your use of the Spiro100 Content, and You agree that Your use of Spiro100 Content shall be at Your sole risk. You hereby acknowledge and willingly accept these risks and agree to unconditionally release and hold harmless Spiro100 and LifeLoop from and against all claims, suits, causes of action, costs, expenses or liability arising out of or related to your access, use and/or involvement with the Spiro100 Content. You further expressly waive and release any and all claims, damages, liabilities, costs, and/or expenses, including court costs and reasonable attorneys’ fees that You (and/or Your representative(s), estate, family member(s), or other person(s), asserting a claim of injury and/or damage from Your use of the Spiro100 Content) may have at any time, for injury of any kind against Spiro100 and/or LifeLoop. You further agree to indemnify, defend and hold harmless Spiro100 and LifeLoop from and against all claims, damages, losses and costs brought by a third party that arise from or relate to Your use of the Spiro100 Content or violation of these terms.

UPDATES TO THIS AGREEMENT

This Agreement may be amended at any time by LifeLoop from time to time without specific notice to You. The latest Agreement will be made available when You access or use the LifeLoop Platform, and You should review this Agreement prior to accessing or using the LifeLoop Platform. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT AND STOP USING THE LIFELOOP PLATFORM. YOUR CONTINUED ACCESS AND USE OF THE LIFELOOP PLATFORM FOLLOWING OUR POSTING OF AN AMENDED AGREEMENT OR PROVIDING YOU NOTICE OF A MODIFICATION WILL CONSTITUTE BINDING ACCEPTANCE OF THE MODIFIED AGREEMENT.

We may assign this Agreement at any time with or without notice to You. You may not assign or sublicense this Agreement or any of Your rights or obligations under this Agreement without our prior written consent. Any purported assignment in violation of the foregoing will be null and void.

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OTHER POLICIES

This Agreement applies exclusively to Your access to, and use of, the LifeLoop Platform and does not alter in any way the terms or conditions of any other agreement You may have with us for products, services, programs or otherwise. Additional policies and terms may apply to use of specific portions of the LifeLoop Platform and to the purchase of certain products or services and are included as part of this Agreement whether they reference this Agreement or not.

Other types of agreements and policies that You may be subject to include, but are not limited to:

Contest and sweepstake rules
Privacy policies
LifeLoop Master Purchase and License Agreement
Employment agreements

Other policies and agreements are typically found by navigating the LifeLoop Platform, typically by checking Site headers and footers and by reviewing hyperlinked terms at the point of sale.

Any contests or other promotions made available through the LifeLoop Platform may be governed by specific rules that are separate from this Agreement. By participating in any such promotion, You will become subject to those rules, which may vary from the terms set forth herein and which, in addition to describing such promotion, may have eligibility requirements, such as certain age or geographic restrictions. It is Your responsibility to read the applicable rules to determine whether Your participation, registration, submission and/or entry are valid; You agree to read and abide by the applicable rules.

We have also adopted a Privacy Policy that You should refer to in order to fully understand how we use and collect information. To learn about our privacy practices, please refer to our Privacy Policy.

Should we employ You, none of the materials provided on a Site constitute or should be considered part or of an employment contract or an offer for employment.

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IMPORTANT LEGAL TERMS

Term and Termination

Term. This Agreement is entered into as of the date Your first access or use the LifeLoop Platform (the “Effective Date”) and will continue until terminated as set forth herein.

Termination. You or we may each terminate this Agreement at any time with respect to Your use and access to either or both the LifeLoop System, and the LifeLoop Platform (including Your use of the Site), in either party’s sole discretion, upon notice to the other as permitted under this Agreement. Upon termination or expiration of this Agreement for any reason: (1) all rights and subscriptions granted to You under this Agreement will terminate; (2) You will immediately cease all use of and access to the LifeLoop System and/or the LifeLoop Platform, as relevant (including, without limitation, all LifeLoop Content You obtained prior to termination); (3) You will immediately remove any Hardware or Software You have installed prior to termination; and (4) LifeLoop may, in its sole discretion, delete Your Account and any of Your User Content held by LifeLoop at any time.

Even after the termination of this Agreement or of Your Account or access to a Site, any User Content You have posted or submitted may remain on a Site indefinitely.

The provisions of this Agreement concerning protection of intellectual property rights, authorized use, user submitted content, disclaimers, limitations of liability, indemnity, and disputes, as well as any other provisions that by their nature should survive, shall survive any such termination.

Suspension

Without limiting LifeLoop’s right to terminate this Agreement, LifeLoop may also suspend Your access to Your User Account and the LifeLoop Platform without notice to You, upon any actual, threatened, or suspected breach of this Agreement or applicable law by You, or upon any other conduct deemed by LifeLoop to be inappropriate or detrimental to the Site, the LifeLoop System, LifeLoop, or any other LifeLoop User or customer.

Children

The Site is intended for use by individuals 18 years of age and older. If You are a parent, grandparent, or guardian entering this Agreement for the benefit of a child age 13 or older but under age 18, then You may allow Your child or grandchild to access the Site only under Your direct supervision; You agree that You will be solely responsible for all such access to and use of the LifeLoop Platform by the child in Your charge or under Your supervision. Additionally, certain Sites or sections of the LifeLoop Platform, as well as promotions, programs, and services we may offer on a Site, may be explicitly limited to people over the age of majority. If You are not old enough to access our Sites or certain sections or features of the LifeLoop Platform, You should not attempt to do so.

Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify You that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist You in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at OnGuard Online. Please note that we do not endorse any of the products or services listed at such Sites.

Representations and Warranties

You and we (each a "Party" and collectively, the "Parties") each Party hereby represents and warrants to the other Party that: (a) each Party has the legal right and authority to enter into this Agreement; (b) this Agreement forms a binding legal obligation on behalf of such Party; and (c) each Party has the legal right and authority to perform its obligations under this Agreement and to grant the rights and licenses described in this Agreement.

You represent and warrant to LifeLoop that Your use of and access to the LifeLoop Platform will comply with all applicable laws, rules, and regulations and will not cause LifeLoop itself to violate any applicable laws, rules, and regulations. Further, You acknowledge that LifeLoop Platform is only for use as provided for in this Agreement and that LifeLoop is not responsible for enabling Your compliance with any such law, rule, or regulation, or for Your failure to comply as required.

DISCLAIMER OF WARRANTY

EXCEPT AS PROVIDED HEREIN, THE LIFELOOP PLATFORM IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. LIFELOOP AND ITS THIRD-PARTY PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, AVAILABILITY, UPTIME, OR CURRENCY OF THE LIFELOOP PLATFORM OR ITS CONSTITUENT PARTS, AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED IN THE SOFTWARE, CONTENT, OR SERVICES PROVIDED THROUGH THE LIFELOOP PLATFORM. LIFELOOP AND ITS THIRD-PARTY PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE LIFELOOP PLATFORM AND ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LIFELOOP, ITS EMPLOYEES, AGENTS OR REPRESENTATIVES, OR THIRD-PARTY PROVIDERS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. YOU EXPRESSLY AGREE THAT YOUR ACCESS AND USE OF THE LIFELOOP PLATFORM IS AT YOUR OWN RISK.

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LIMITATION OF LIABILITY

LIFELOOP, AND ITS THIRD-PARTY PROVIDERS, WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, PRODUCTS OR STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE ACCESS OR USE OF THE LIFELOOP PLATFORM, EVEN IF LIFELOOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF YOUR USER CONTENT, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. LIFELOOP’S, AND ITS THIRD-PARTY PROVIDERS’, TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND YOUR ACCESS TO THE LIFELOOP PLATFORM AS PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED $100 USD OR, IN THE CASE OF ANY PURCHASES YOU MAKE THROUGH THE LIFELOOP PLATFORM, THE AMOUNTS PAID BY YOU TO LIFELOOP FOR THOSE PURCHASES IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO ANY LIABILITY. YOU AGREE THAT LIFELOOP WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, LIFELOOP’S, AND ITS THIRD-PARTY PROVIDERS’, LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Indemnity

You hereby agree to indemnify, defend, and hold harmless LifeLoop and its third-party providers, officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, suits, actions, judgments, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising in any manner from: (1) Your access to or use of the LifeLoop Platform; (2) Your User Content or other data, information, or Content that You access or provide through the Site; (3) Your violation of any third-party right, including any infringement or misappropriation of any third-party’s proprietary or otherwise protected content or privacy right; (4) Your activities in connection with the LifeLoop Platform, and (5) Your breach of any representation, warranty, or other provision of this Agreement. We reserve the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify us, and You agree to cooperate with our defense of these claims. LifeLoop will provide You with notice of any such claim or allegation, and LifeLoop will have the right to participate in the defense of any such claim at its expense.

New Jersey Residents

If You are a consumer residing in New Jersey, the following provisions of this Agreement do not apply to You (and do not limit any rights that You may have) to the extent that they are unenforceable under New Jersey law: (a) Disclaimer of Warranty; (b) Limitation of Liability; (c) Indemnity; and (d) under Disputes, the Arbitration and Class Action Waiver and the governing law provisions (solely to the extent that Your rights as a consumer residing in New Jersey are required to be governed by New Jersey law). According to N.J.S.A. 56:12-16, You may have additional rights if You are a New Jersey resident and other provisions of this Agreement are found to violate an established legal right.

Notices and Consent to Communication

Unless otherwise specified in this Agreement, You must provide any notices to LifeLoop required or allowed under this Agreement by postal mail to the address for LifeLoop provided in the Contact Us section of this Agreement. LifeLoop may provide You with any notices required or allowed under this Agreement by sending You an email to any email address You provide to LifeLoop in connection with Your Account, provided that in the case of any notice applicable both to You and other Users of the Site, LifeLoop may instead provide such notice by posting on the LifeLoop Platform. Notices provided to LifeLoop will be deemed given when actually received by LifeLoop. Notice provided to You will be deemed given twenty-four (24) hours after posting to the Site or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.

When You use the LifeLoop Platform, or send communications to us through the LifeLoop Platform, You are communicating with us electronically. You consent to receive electronically any communications related to Your use of the LifeLoop Platform. We may communicate with You by email or by posting notices on the LifeLoop Platform. You agree that all agreements, notices, disclosures, and other communications that are provided to You electronically satisfy any legal requirement that such communications be in writing. All notices from us intended for receipt by You shall be deemed delivered and effective when sent to the email address You provide to us. Please note that by submitting User Content, creating a Registered User Account, or otherwise providing us with Your email address, postal address, or phone number, You are agreeing that we or our agents may contact You at that address or number in a manner consistent with our Privacy Policy.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, it shall be replaced in interpretation by a valid and enforceable term that most closely aligns with the intent of the original provision. If that is not possible, the provision shall be removed, and the rest of the Agreement will be enforceable.

DISPUTES, ARBITRATION, AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

ARBITRATION USES A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY, ALLOWS FOR MORE LIMITED DISCOVERY THAN IN COURT, AND IS SUBJECT TO VERY LIMITED REVIEW BY COURTS. YOU MAY CHOOSE TO BE REPRESENTED BY A LAWYER IN ARBITRATION OR PROCEED WITHOUT ONE. THIS ARBITRATION PROVISION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

Any dispute, claim or controversy arising out of or relating to this Agreement, other agreements with LifeLoop, or the Privacy Policy, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be either determined by arbitration in Denver, Colorado before one arbitrator or submitted to small claims court in Denver County, Colorado. If the arbitrator finds this location to be unreasonably burdensome to You, a new location may be selected. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Any arbitration arising out of or related to this Agreement shall be conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures as those Rules exist on the effective date of this Agreement, including Rules 16.1 and 16.2 of those Rules

No Class Actions. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both You and we agree otherwise, the arbitrator may not consolidate more than one person’s claims with Your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual Party seeking relief and only to the extent necessary to provide relief warranted by that Party’s individual claim.

Seeking Arbitration. If You elect to seek arbitration or file a small claim court action, You must first send to us, by certified mail, a written notice of Your claim (“Notice”) as outlined in the Section of this Agreement titled "Notices and Consent to Communication." If we initiate arbitration, we will send a written Notice to You. A Notice, whether sent by You or by us, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If You and we do not reach an agreement to resolve the claim within thirty (30) days after the Notice is received, You or we may commence an arbitration proceeding or file a claim in small claims court. Arbitration forms can be downloaded from www.jamsadr.com. If You are required to pay a filing fee, after we receive Notice that You have commenced arbitration, we will promptly reimburse You for Your payment of the filing fee, unless Your claim is for greater than US$10,000 or the arbitrator determines the claims are frivolous, in which event You will be responsible for filing fees.

Hearing. If Your claim is for US$10,000 or less, we agree that You may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the JAMS Rules. If Your claim exceeds US$10,000, the right to a hearing will be determined by the JAMS Rules. In the event that the arbitration will be conducted solely on the basis of submitted documents, the arbitrator’s decision and award will be made and delivered within six (6) months of the selection of the arbitrator, unless extended by the arbitrator. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules.

Prevailing Party. In any arbitration arising out of or related to this Agreement, the arbitrator shall award to the prevailing Party, if any, the costs, and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. If the arbitrator determines a Party to be the prevailing Party under circumstances where the prevailing Party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing Party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. The Parties adopt and agree to implement the JAMS Optional Arbitration Appeal Procedure (as it exists on the effective date of this Agreement) with respect to any final award in an arbitration arising out of or related to this Agreement.

Injunctive Relief. Notwithstanding the foregoing, You and LifeLoop both agree that You or LifeLoop may bring suit in court to enjoin infringement or other misuse of intellectual property rights or in other scenarios where injunctive relief is appropriate. In the event a court or arbitrator having jurisdiction finds any portion of this Agreement unenforceable, that portion shall be ineffective, and the remainder of the Agreement shall remain effective. No waiver, express or implied, by either Party of any breach of or default under this Agreement will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default.

Confidentiality. The Parties shall maintain the confidential nature of the arbitration proceeding and the Award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.

Governing Law and Rules. This Agreement and the rights of the Parties hereunder shall be governed by and construed in accordance with the laws of the State of Colorado, exclusive of conflict or choice of law rules. The Parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). In any arbitration arising out of or related to this Agreement, the arbitrator is not empowered to award punitive or exemplary damages, except where permitted by statute, and the Parties waive any right to recover any such damages. In any arbitration arising out of or related to this Agreement, the arbitrator may not award any incidental, indirect or consequential damages, including damages for lost profits.

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Canadian Users

L'acheteur confirme son intention expresse que cet accord, ainsi que tous les documents connexes, soient rédigés en langue anglaise uniquement, y compris tous les avis et la correspondance.

Quebec Customers: For Quebec customers (or customers from other Canadian provinces where applicable) we will, if required, send at least thirty (30) days before the amendment comes into force, a written notice drawn up clearly and legibly, setting out the new clause only, or the amended clause and the clause as it read formerly, the date of the coming into force of the amendment and the customer’s right to refuse the amendment and rescind or, in the case of a contract involving sequential performance, cancel the contract without cost, penalty or cancellation indemnity by sending us a notice to that effect no later than thirty (30) days after the amendment comes into force, if the amendment entails an increase in the customer’s obligations or a reduction in our obligations.

Dispute Resolution: The arbitration requirements of this Agreement will not apply to You if any such provision is unenforceable under the laws of Your Canadian province of residence.

Cancellation Rights: Residents of certain provinces may have the right to cancel the provisions of certain purchases as required by local law. We will honor such cancellation rights.

Privacy and Consumer Complaints: Under relevant consumer protection laws, You are entitled to the following consumer rights notice: If You have a question or complaint regarding the LifeLoop System, please send an e-mail to legal@LifeLoop.com. You may also contact us by writing to It's Never 2 Late, DBA LifeLoop 5889 Greenwood Plaza Blvd., Suite 210, Greenwood Village, CO 80111.

ADDITIONAL TERMS

Unless otherwise amended as provided herein, this Agreement will exclusively govern Your access to and use of the LifeLoop Platform and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement, or other communication between the parties, regarding Your access to and use of the LifeLoop Platform. All waivers by LifeLoop under this Agreement must be in writing or later acknowledged by LifeLoop in writing. Any waiver or failure by LifeLoop to enforce any provision of this Agreement on one occasion will not be deemed a waiver by LifeLoop of any other provision or of such provision on any other occasion. The Parties hereto are independent Parties, not agents, employees, or employers of the other, or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.

CONTACT US

If You have questions about this Agreement, or if You have technical questions about the operation of the LifeLoop Platform, please contact us by phone at, 303-806-0797, extension 2, or by writing us at help@LifeLoop.com. If You have any questions or comments about our Company or our products or have other customer service needs, please click here for information on contacting our consumer service representatives. If You are a registered User of the LifeLoop System You can log into our Help Center any time to submit a Help Desk ticket, browse our knowledge base, and more.

Additionally, under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

LifeLoop Terms of Use