Terms of Service
Please carefully read these Terms of Service for Next Generation LifeSpeak® (these “Terms of Service”) before registering for or using the Services. These Terms of Service are a binding contract between you and LifeSpeak Inc. (“LifeSpeak”) that governs the use of the Services, exempts Lifespeak and other persons from liability, specifies the jurisdiction for the resolution of disputes and contains other important provisions.
By using the Services, you acknowledge and signify that you have read, understand and agree to these Terms of Service. If you do not agree to these Terms of Service, then you may not use the Services.
You acknowledge that your selection and use of the Services is entirely at your own risk, and that the Services do not constitute any kind of medical or professional advice or care whatsoever. You are advised to consult a physician before participating in any of the Services that will require you to engage in physical activity. If you experience a medical emergency, please seek urgent medical care immediately.
1. Definitions and Interpretation
1.1 Binding Agreement: These Terms of Service are a binding agreement between you and LifeSpeak regarding the use of the Services. By registering for an Account or using the Services, you acknowledge and signify that you have read, understood and agreed to the most current version of these Terms of Service. If you do not accept and agree to the most current version of these Terms of Service, then you may not register for an Account or use the Services.
1.2 Definitions: In these Terms of Service, the following terms have the following meanings and other capitalized terms have the meaning set out elsewhere in these Terms of Service:
(a) “Account” means a valid and subsisting account with LifeSpeak for use of the Services;
(b) “Content” means text, information, graphics, photographs, images, audio, video, location data and other forms of data or communication.”
(c) “LifeSpeak Content” means Content made available by LifeSpeak on or through the Services.
(d) “Services” means the LifeSpeak® information technology platform consisting of applications, websites, content, products and services.
(e) “Services” means all services performed or provided by or on behalf of LifeSpeak to and for your benefit pursuant to this Agreement.
(f) “User Content” means Content posted, submitted, contributed, transmitted or provided by you or any other user of the Services to or through the Services. For certainty, “User Content” does not include any personal information.
1.3 Changes: LifeSpeak in its discretion may change these Terms of Service at any time and from time to time, without any prior notice, by posting the changed Terms of Service on the LifeSpeak website (online: https://www.lifespeak.com/terms-of-service ) and in your Account. The changed Terms of Service are effective immediately on posting on the LifeSpeak website, unless the changed Terms of Service expressly state otherwise. It is your responsibility to check the “Last Updated” date at the top of these Terms of Service and review any changes since the previous version. By continuing to use the Services, you signify your unconditional acceptance and agreement to be bound by the changed Terms of Service. You may not change these Terms of Service in any manner.
2. The Services
2.1 General: Subject to the provisions of these Terms of Service, LifeSpeak grants to you a non-exclusive, non-sublicensable, non-transferable, restricted and limited license during the term of these Terms of Service to access and use the applicable functionalities of the Services in accordance with the restrictions and requirements set out or referenced in these Terms of Service.
2.2 Permitted/Restricted Users: You may not use the Services if you are under the age of majority in the jurisdiction in which you reside or if you cannot form a legally binding contract. You may not register for an Account or use the Services if you do not accept these Terms of Service or the applicable Other Agreements, if you breach these Terms of Service or any Other Agreements, if you are located in a jurisdiction where access to or use of the Services is prohibited by law, if LifeSpeak has prohibited you from using the Services or if you have not sought all medical advice reasonably relevant to your use of the Services. Notwithstanding the foregoing or any other provision of these Terms of Service, LifeSpeak reserves the right in its discretion and for its sole convenience to refuse to provide the Services to you or any other person. You may not use the Services on behalf of any other person unless you have a lawful right to do so.
2.3 Permitted/Restricted Use: Subject to these Terms of Service and all applicable laws, you may only the Services for your own lawful, personal, non-commercial purposes, in the manner permitted by these Terms of Service and subject to all applicable Other Agreements and applicable laws. Use of the Services for any other purpose or in any other manner is strictly prohibited. Without limiting the generality of the foregoing, you will not: (a) use the Services in a way that interferes with or threatens, damages, disrupts, compromises or degrades the integrity, functionality, operation, performance or security of the Services or LifeSpeak’s systems or data, or to attempt to gain unauthorized access to LifeSpeak’s systems or data or any other user’s Account; (b) index, crawl, catalogue, mirror, frame, scrape, cache or otherwise collect or mine any data from the Services for any purpose whatsoever, using any technologies, tools or methods (including robots, spiders, crawlers or other automatic devices, programs or methodologies) whatsoever; (c) license, sublicense, grant, sell, share, transfer, assign, pledge, publish, transmit, publicly display or perform, distribute, create any interest in, or otherwise give or make available or permit the use of the Services to or for the benefit of any other person; (d) alter, attempt to circumvent, destroy, obscure, conceal, modify or remove any notices (including proprietary rights notices), proprietary codes or locks, means of identification, digital rights tools or management information, security or control measures, or agreements on, in or in relation to the Services; (e) attempt to circumvent the ordinary navigational structure, technical delivery systems or display of the Services or attempt to access or use the Services or LifeSpeak’s systems or data by any means that is not purposely made available to you by LifeSpeak; (f) copy any ideas, features or functions of the Services or create a product or service using the ideas, features or functions of the Services; (g) transmit to or through the Services: (i) any content or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes on our or any third party’s intellectual property or other rights; (ii) any material, non-public information about any other person without the authorization to do so; or (iii) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us), or engage in spamming or flooding; (h) collect any information about any other user of the Services (including record any screenshot of any other user’s image) without the user’s consent; (i) use the Services in any manner that is not expressly permitted by LifeSpeak; or (j) permit, assist or encourage any other person to do any of the foregoing in this Section 2.3.
2.4 Coaching Services
(a) Application: This Section 2.4 applies to you if you register for or participate in any coaching services provided by or on behalf of LifeSpeak, including any coaching services regarding substance abuse (the “Coaching Services”).
(b) Purpose of the Coaching Services: The Coaching Services are made available to you to provide you with support and resources that you may find helpful for your particular circumstances.
(c) No Health Care: You acknowledge that: (i) the Coaching Services are not for the purpose of diagnosing, treating or maintaining any kind of mental or physical condition, preventing disease or otherwise promoting health; and (ii) you will not receive counselling, therapy or any other kind of health care as part of the Coaching Services.
(d) No Crisis Centre: You further acknowledge that: (i) the Coaching Services are not a crisis service; (ii) the coaches with whom you interact during the Coaching Services are not available in emergency or crisis situations; and (iii) messages and information that you may submit to your coach outside a Coaching Services session will not be monitored in real time.
(e) Confidentiality: The information that you provide to a coach during a Coaching Services session is strictly confidential. Notwithstanding the foregoing, your coach may disclose the information you provide during a Coaching Services session if and only to the extent your coach reasonably believes that there is an imminent risk of harm to you or any other person, in each case subject to and in accordance with applicable laws (including privacy laws).
2.5 US Residents: If you are a resident of the United States, the provisions of Schedule “A” attached hereto will apply to your use of the Services.
3. Accounts
3.1 General: You must access and use the Services through an Account.
3.2 Credentials: You must use a valid username and password for your Account that complies with LifeSpeak’s technical requirements and policies (collectively “Credentials”). Credentials are personal to you and may not be shared with or used by any other person. You are fully responsible and liable for maintaining the confidentiality of your Account and Credentials and for any and all use and misuse of your Account and Credentials (including all transactions using your Account or Credentials) and for all resulting loss and damage. You will immediately notify LifeSpeak by email to security@LifeSpeak.com if you discover any unauthorized use of your Account or if you know or suspect that your Credentials have been lost or stolen or become known to or used by any other person.
3.3 User Information: To create an Account, LifeSpeak may require that you or your organization provide your name and email address. You may choose to provide additional, optional information about yourself. You represent and warrant that all information you provide to LifeSpeak is true, accurate, current and complete, and that you will update the information from time to time so that it remains true, accurate, current and complete. LifeSpeak will rely on the information that you provide. LifeSpeak is not under any obligation to verify the truth, accuracy, currency or completeness of any information that you provide or your organization provides about you, but LifeSpeak may do so in its discretion, and you hereby consent to LifeSpeak making reasonable inquiries as LifeSpeak considers appropriate to verify the information that you provide or your organization provides about you. You hereby authorize LifeSpeak to create and retain, in accordance with applicable laws, records of all information provided to LifeSpeak about you and all communications between you and LifeSpeak and to use, retain and disclose that information as reasonably necessary to provide the Services and to otherwise perform LifeSpeak’s obligations and exercise LifeSpeak’s rights under these Terms of Service and applicable Other Agreements. You are solely responsible and liable for all loss, damage and expense that you, LifeSpeak or any other person may suffer or incur as a result of the submission of any false, inaccurate, out of date or incomplete information about you, your failure to promptly update your information if it changes or any other breach of your obligations under this Section 3.3.
3.4 Reliance/Verification: LifeSpeak may act upon any communication that is given through your Account or by using your Credentials. LifeSpeak is not under any obligation to verify the actual identity or authority of any person using your Account or Credentials, but LifeSpeak in its discretion may at any time require verification of the identity of any person seeking to access your Account and may deny access to and use of your Account if LifeSpeak is not satisfied with the verification.
3.5 Cancellation/Suspension/Termination: LifeSpeak in its discretion may suspend or terminate your Account or reject, revoke or require that you change or renew your Credentials at any time without notice or liability to you or any other person, including if your Account is inactive. If your Account is suspended or terminated by LifeSpeak, you may not create another Account without LifeSpeak’s express prior written consent.
4. LifeSpeak Content
4.1 Permitted/Prohibited Use: You will use LifeSpeak Content for your lawful, personal purposes only, only in the manner purposefully made available by LifeSpeak and subject to these Terms of Service.
4.2 No Exploitation: You will not exploit LifeSpeak Content for any purpose (including copy, reproduce, publish, republish, translate, upload, post, publicly display, transmit, communicate or make available to the public, or otherwise disclose or distribute LifeSpeak Content) without LifeSpeak’s prior written consent in each instance.
5. User Content
5.1 Your User Content:
(a) Responsibility/Compliance: Without limiting any other provision of these Terms of Service, you are solely responsible and liable for your User Content and for ensuring that your User Content complies with the restrictions and requirements set out in these Terms of Service and all applicable laws (including the laws of the jurisdiction in which you are located).
(b) Content License/Waiver: You hereby grant and agree to grant LifeSpeak and its affiliates, suppliers, service providers and licensees a non-exclusive, world-wide, unrestricted, transferable, sublicensable, royalty-free, fully paid-up, perpetual, irrevocable right and license to use and exploit (including access, view, store, copy, reproduce, combine with other works, distribute, transmit, display and perform) your User Content in any manner and for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing any compensation or attribution to you or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties, and you hereby unconditionally and irrevocably waive and agree to waive in favour of LifeSpeak and its affiliates, suppliers, service providers and licensees all moral rights and rights of authorship and attribution that you have or may have in, to or associated with your User Content (the “Content License/Waiver”). For certainty, the Content License/Waiver does not apply to any personal information.
(c) Representation/Warranty: You represent and warrant to LifeSpeak that: (a) you own all of your User Content or otherwise have all requisite rights, licenses, permissions, consents, powers, authorizations, approvals and waivers to use your User Content and grant the Content License/Waiver; and (b) your User Content does not and will not violate or infringe the rights (including intellectual property, privacy and personality rights) of any other person, breach any duty or obligation (contractual or otherwise) owed by you to any other person or violate any applicable laws.
5.2 Other User Content
(a) Responsibility: LifeSpeak does not guarantee the accuracy, veracity or completeness of any User Content, and is not responsible or liable to you or any other person for your selection and use of User Content and your interactions with other users of the Services.
(b) Review/Removal and Deletion: LifeSpeak is not obligated to monitor, review, screen, police, edit or remove User Content, although LifeSpeak reserves the right to do so in its discretion and without any notice or liability to you or any other person. LifeSpeak reserves the right to refuse to post or to remove any User Content, in whole or in part, that LifeSpeak in its discretion considers to be unacceptable, undesirable or in violation of these Terms of Service, without any notice or liability to you or any other person. If you believe any User Content violates our Terms of Service or policies, please contact LifeSpeak at security@LifeSpeak.com.
5.3 Retention by LifeSpeak: For greater certainty, and notwithstanding any other provision of these Terms of Service, LifeSpeak may include copies of User Content in LifeSpeak’s archives and back-up systems and may permanently retain copies of User Content for legal compliance and administrative purposes.
6. Privacy
6.1 Privacy: By accepting these Terms of Service, you consent to the collection, use, retention, disclosure and deletion of your personal information by LifeSpeak in accordance with the LifeSpeak® Privacy Policy (online: https://www.lifespeak.com/privacy-policy/ ), as amended from time to time, and as otherwise permitted by applicable law.
6.2 Video Policy: LifeSpeak does not record any videos of you.
7. Other Matters
7.1 General Representations/Warranties: You represent and warrant to LifeSpeak that you have the right, power, capacity and authority to lawfully enter into these Terms of Service and lawfully perform your obligations and exercise your rights under these Terms of Service.
7.2 Technical Requirements: You are solely responsible and liable for obtaining, provisioning, configuring, maintaining, paying for and protecting from loss and damage all equipment (including mobile computing devices and personal computers), software and Services (including Internet access) necessary for your use of your Account and the Services (including transmission of data to and from LifeSpeak).
7.3 Notifications: You will promptly notify LifeSpeak if you know of or suspect any unauthorized access to or use of the Services, and on request by LifeSpeak you will cooperate with and assist LifeSpeak to investigate and respond to the unauthorized access or use (as applicable).
8. Proprietary Rights
8.1 Ownership: Except for the limited licenses expressly set out in Sections 2.1 and 4.1, (a) as between you and LifeSpeak, LifeSpeak will at all times solely own and retain all rights, title and interest (including all intellectual property rights) throughout the world in, to and associated with the Services and LifeSpeak Content; and (b) neither you nor any other person will acquire any right, title or interest in, to or associated with the Services or LifeSpeak Content.
8.2 Trademarks: LifeSpeak®, LifeSpeak’s logo and other related trademarks and symbols are registered or unregistered trademarks, service marks and trade names owned or licensed by LifeSpeak. Any unauthorized use of those trademarks is strictly prohibited, and nothing in these Terms of Service will be construed as granting, by implication, estoppel or otherwise, any licence or right to use any of those trademarks and service marks.
8.3 Feedback: If you give to LifeSpeak any feedback (including any review, comments, ideas or suggestions for corrections, enhancements or improvements) regarding the Services, then LifeSpeak and its successors, assigns and licensees may use the feedback for any and all purposes (including to support, maintain and improve the Services) without providing any compensation or attribution to you or any other person. LifeSpeak may in its discretion modify your feedback (e.g. for grammar and spelling) prior to use.
8.4 Reservation: All rights not expressly granted by these Terms of Service are reserved by LifeSpeak.
9. DISCLAIMERS
9.1 GENERAL: YOU ARE SOLELY RESPONSIBLE FOR THE USE OF YOUR ACCOUNT AND THE SELECTION AND USE OF THE SERVICES TO ACHIEVE YOUR INTENDED RESULTS, AND YOU USE THE SERVICES AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES OF ANY NATURE OR KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, OR ARISING FROM CUSTOM OR TRADE USAGE OR BY ANY COURSE OF DEALING OR COURSE OF PERFORMANCE, INCLUDING ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES OF OR RELATING TO: ACCURACY, ACCESSIBILITY, AVAILABILITY, COMPLETENESS, DURABILITY, ERRORS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, LACK OF VIRUSES OR OTHER DISABLING OR HARMFUL CODE, PERFORMANCE, QUALITY, RESULTS, SUITABILITY, SECURITY, TIMELINESS, TITLE, TRUTHFULNESS, QUIET ENJOYMENT, UNINTERRUPTED SERVICE OR WORKMANLIKE EFFORT; ALL OF WHICH ARE HEREBY WAIVED BY YOU AND DISCLAIMED BY LIFESPEAK TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, LIFESPEAK DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OR ON BEHALF OF LIFESPEAK WILL CREATE ANY LEGALLY BINDING OR EFFECTIVE REPRESENTATION, WARRANTY, CONDITION OR PROMISE.
9.2 SPECIFIC ACKNOWLEDGEMENTS AND DISCLAIMERS: WITHOUT LIMITING SECTION 8.1 AND NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OF SERVICE:
(a) NO PROFESSIONAL OR MEDICAL ADVICE: THE SERVICES OFFER HEALTH AND FITNESS INFORMATION AND ARE INTENDED FOR YOUR INFORMATIONAL AND ENTERTAINMENT PURPOSES ONLY. THE SERVICES ARE NOT INTENDED TO PROVIDE ANY KIND OF MEDICAL OR OTHER PROFESSIONAL ADVICE. IF YOU HAVE ANY QUESTIONS OR CONCERNS ABOUT YOUR HEALTH, YOU ARE ADVISED TO CONSULT A PHYSICIAN OR OTHER HEALTHCARE PROVIDER WHO IS ABLE TO PROVIDE MEDICAL CARE TO YOU. IF YOU EXPERIENCE A MEDICAL EMERGENCY (INCLUDING A MENTAL HEALTH CRISIS), PLEASE SEEK URGENT MEDICAL CARE IMMEDIATELY.
(b) HEALTH AND FITNESS INFORMATION: YOU ACKNOWLEDGE THAT HEALTH AND FITNESS RESEARCH IS A CONTINUOUSLY EVOLVING, COMPLEX FIELD OF STUDY, AND THAT DEVELOPMENTS IN HEALTH AND FITNESS RESEARCH MAY IMPACT THE INFORMATION IN LIFESPEAK CONTENT OR THAT LIFESPEAK OTHERWISE MAKES AVAILABLE TO YOU IN CONNECTION WITH THE SERVICES. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR YOUR SELECTION AND USE OF THE INFORMATION IN LIFESPEAK CONTENT AND THAT LIFESPEAK OTHERWISE MAKES AVAILABLE TO YOU IN CONNECTION WITH THE SERVICES, AND CONDUCTING YOUR OWN REVIEWS OF ALL APPLICABLE HEALTH AND FITNESS LITERATURE BEFORE RELYING ON ANY INFORMATION IN LIFESPEAK CONTENT OR THAT LIFESPEAK OTHERWISE MAKES AVAILABLE TO YOU IN CONNECTION WITH THE SERVICES.
(c) MEDICAL CLEARANCE FOR PHYSICAL ACTIVITY: YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ENSURING THAT YOU ARE MEDICALLY CLEARED TO PARTICIPATE IN PHYSICAL ACTIVITY. YOU ARE ADVISED TO CONSULT A PHYSICIAN BEFORE PARTICIPATING IN ANY OF THE SERVICES THAT WILL REQUIRE YOU TO ENGAGE IN PHYSICAL ACTIVITY. IF YOU EXPERIENCE FAINTNESS, DIZZINESS, PAIN OR SHORTNESS OF BREATH AT ANY TIME DURING PHYSICAL ACTIVITY, YOU SHOULD STOP IMMEDIATELY. IF YOU EXPERIENCE A MEDICAL EMERGENCY, PLEASE SEEK URGENT MEDICAL CARE IMMEDIATELY.
(d) TECHNOLOGY AND SECURITY: YOU ACKNOWLEDGE THAT THE SERVICES OR THE SERVICES MIGHT BE AFFECTED BY CIRCUMSTANCES BEYOND LIFESPEAK’S CONTROL, MIGHT NOT BE CONTINUOUS, UNINTERRUPTED OR SECURE AND ARE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. LIFESPEAK IS NOT RESPONSIBLE OR LIABLE FOR ANY DELAYS, FAILURES OR ANY DAMAGE, LOSS OR LIABILITY RESULTING FROM ANY OF THOSE PROBLEMS. YOU ACKNOWLEDGE THAT SECURITY MEASURES USED BY OR ON BEHALF OF LIFESPEAK AND ITS SUBCONTRACTORS AND SERVICE PROVIDERS MIGHT NOT PROTECT THE SERVICES, THE SERVICES OR DATA STORED OR PROCESSED IN THE SERVICES AGAINST UNAUTHORIZED ACCESS, USE OR DISCLOSURE. LIFESPEAK IS NOT RESPONSIBLE OR LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR USE, ALTERATION, THEFT OR DESTRUCTION OF, THE SERVICES, THE SERVICES OR ANY DATA STORED OR PROCESSED IN THE SERVICES, WHETHER THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD.
(e) INSURANCE: YOU ACKNOWLEDGE THAT YOU WILL OBTAIN AND MAINTAIN ALL INSURANCE NECESSARY TO COVER THE RISKS OF YOUR PARTICIPATION IN THE SERVICES.
10. LIABILITY EXCLUSIONS/LIMITATIONS AND INDEMNITY
10.1 LIABILITY EXCLUSIONS/LIMITATIONS: NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OF SERVICE, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL LIFESPEAK GROUP BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY PERSONAL INJURY, EMOTIONAL DISTRESS OR ANY DAMAGE OR LOSS (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGE OR LOSS, LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF DATA OR INFORMATION, LOSS OF USE, LOSS OF PRIVACY, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF PRODUCTIVITY OR ANY OTHER COMMERCIAL DAMAGE OR LOSS) ARISING FORM, CONNECTED WITH OR RELATING TO ACCOUNTS OR THE SERVICES (INCLUDING YOUR USE OR INABILITY TO USE YOUR ACCOUNT OR THE SERVICES) OR ANY RELATED MATTER; AND (B) IF NOTWITHSTANDING THE FOREGOING OR ANY OTHER PROVISION OF THESE TERMS OF SERVICE LIFESPEAK GROUP IS LIABLE TO YOU OR ANY OTHER PERSON, THEN IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL LIFESPEAK GROUP’S TOTAL AGGREGATE LIABILITY ARISING FROM, CONNECTED WITH, OR RELATING TO ACCOUNTS OR THE SERVICES OR ANY RELATED MATTER EVER EXCEED THE LESSER OF: (1) THE FEES THAT YOU ACTUALLY PAID TO LIFESPEAK DURING THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE DATE ON WHICH THE LIABILITY AROSE; AND (2) CDN$100.00. THIS SECTION 9 APPLIES TO LOSS AND DAMAGE HOWEVER CAUSED AND TO LIABILITY UNDER ANY THEORY (INCLUDING CONTRACT, TORT, STATUTE AND STRICT LIABILITY), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING FUNDAMENTAL BREACH OR GROSS NEGLIGENCE) BY LIFESPEAK OR ANY PERSON FOR WHOM LIFESPEAK IS RESPONSIBLE, EVEN IF OTHER REMEDIES ARE NOT AVAILABLE OR DO NOT ADEQUATELY COMPENSATE YOU OR ANY OTHER PERSON FOR THE LOSS OR DAMAGE OR THE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, OR LIFESPEAK KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF THE LOSS OR DAMAGE BEING INCURRED.
10.2 EXCEPTIONS: THE LAWS IN SOME JURISDICTIONS PROHIBIT OR LIMIT THE DISCLAIMER OF CERTAIN WARRANTIES AND CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES, AND SO THE DISCLAIMERS AND LIABILITY EXCLUSIONS AND LIMITATIONS IN THESE TERMS OF SERVICE MIGHT NOT APPLY TO YOU.
10.3 INDEMNITY: YOU WILL DEFEND, INDEMNIFY AND HOLD HARMLESS LIFESPEAK GROUP FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, COSTS, EXPENSES (INCLUDING LEGAL FEES), CLAIMS, COMPLAINTS, DEMANDS, ACTIONS, SUITS, PROCEEDINGS, OBLIGATIONS AND LIABILITIES (INCLUDING LEGAL FEES AND EXPENSES AND SETTLEMENT PAYMENTS) ARISING FORM, CONNECTED WITH OR RELATING TO YOUR USE OF AN ACCOUNT OR THE SERVICES OR YOUR NEGLIGENCE, MISCONDUCT OR BREACH OF THESE TERMS OF SERVICE. NOTWITHSTANDING THE FOREGOING, LIFESPEAK GROUP RETAINS THE RIGHT TO PARTICIPATE IN THE DEFENSE OF AND SETTLEMENT NEGOTIATIONS RELATING TO ANY THIRD PARTY CLAIM, COMPLAINT, DEMAND, ACTION, SUIT OR PROCEEDING WITH COUNSEL OF THEIR OWN SELECTION AT THEIR SOLE COST AND EXPENSE.
10.4 DEFINITION: IN THIS SECTION 9, “LIFESPEAK GROUP” MEANS LIFESPEAK AND EACH OF LIFESPEAK’S CORPORATE AFFILIATES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SHAREHOLDERS, DISTRIBUTORS AND REPRESENTATIVES, JOINTLY AND SEVERALLY.
11. Suspension/Termination
11.1 Term: The term of these Terms of Service will commence on the start date that you register an Account and will continue in full force and effect until your Account is cancelled or terminated in accordance with these Terms of Service.
11.2 Suspension of Account: LifeSpeak in its discretion may immediately suspend or terminate your Account or restrict your ability to access or use the Services at any time without notice or liability to you or any other person.
11.3 Termination: These Terms of Service as they apply to you are effective unless and until terminated as set forth in this Section 10.3. You may terminate these Terms of Service as they apply to you by permanently deactivating your Account. LifeSpeak in its discretion may for its sole convenience terminate these Terms of Service at any time by giving a notice of termination to you or by permanently deleting your Account.
11.4 Consequences of Termination: If these Terms of Service expire or is terminated for any reason: (a) you will no longer be entitled to access or use your Account or the Service; and (b) each Party will remain fully responsible and liable for all of the Party’s obligations and liabilities arising before the expiration or termination of these Terms of Service.
11.5 Suspension of Services: LifeSpeak may suspend the Services or any portion thereof at any time and without notice to you if any of the following events (each a “Suspension Event”) occurs: (a) LifeSpeak’s right or license to lawfully use any infrastructure, technologies, services or data (including the LifeSpeak Content) provided by or obtained from any third party required for provision of the Services is disputed, suspended or terminated for any reason; (b) LifeSpeak reasonably believes that the integrity, functionality, operation, performance, results, reliability or security of the Services or any related the Services System or any related data may have been damaged, disrupted, compromised or degraded, or to prevent a risk of damage, disruption, compromise or degradation to the integrity, functionality, operation, performance, results, reliability or security of the Services or any related data; or (c) LifeSpeak reasonably believes that the suspension of the Services is required by applicable law or is reasonably necessary to prevent or mitigate an imminent risk of harm, loss, damage or liability. To the extent reasonably practicable, LifeSpeak will give you reasonable prior notice of a Suspension Event.
11.6 Survival: Notwithstanding any other provision of these Terms of Service, the obligations and liabilities you incur prior to termination of these Terms of Service will survive termination, and Sections 2, 3.5, 4, 6.3, 6.4, 7, 8, 9, 10.4, 10.6 and 11 of these Terms of Service (and all other provisions of these Terms of Service necessary to their interpretation or enforcement) will survive termination and continue to apply and be binding upon you and LifeSpeak.
12. General Matters
12.1 Governing Law: These Terms of Service, the Services, the relationship between you and LifeSpeak, and all related matters will be governed by, and construed and interpreted solely in accordance with, the laws of the province of Ontario and federal laws of Canada applicable in Ontario, excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws and excluding any law that implements the United Nations Convention on Contracts for the International Sale of Goods.
12.2 Disputes: Except as expressly set out below, and unless applicable law requires otherwise, the courts of Ontario, Canada sitting in the city of Toronto, Ontario, Canada will have original and exclusive jurisdiction over any and all disputes, controversies and claims arising under, out of, in connection with, or in relation to these Terms of Service, the Services or any related matter (each a “Dispute”), and you and LifeSpeak each hereby unconditionally and irrevocably submit and attorn to the original and exclusive jurisdiction of those courts regarding a Dispute. Notwithstanding the foregoing in this Section 11.2, LifeSpeak in its discretion may commence legal proceedings against you in the competent courts of any other jurisdiction seeking injunctive relief (or similar urgent legal remedies) to enforce these Terms of Service and protect LifeSpeak’s rights in, to and associated with the Services. You and LifeSpeak each waive all rights to trial by jury.
12.3 Notices: LifeSpeak may deliver notices to you by email to the address that you provide to LifeSpeak in connection with your Account. You are solely responsible for ensuring that those addresses are and remain current and correct throughout the term of these Terms of Service. You will give all notices required under these Terms of Service to LifeSpeak in writing delivered by email to LifeSpeak at the following email address: legal@LifeSpeak.com.
12.4 Force Majeure: Notwithstanding any other provision of these Terms of Service, LifeSpeak will not be liable for any delay in performing, or failure to perform, any of its obligations under these Terms of Service to the extent performance is delayed or prevented due to any cause or causes that are beyond LifeSpeak’s control. Any delay or failure of that kind will not be a breach of these Terms of Service or any Other Agreements by LifeSpeak, and the time for LifeSpeak’s performance of the affected obligation will be extended by a period that is reasonable in the circumstances.
12.5 Miscellaneous: You and LifeSpeak are non-exclusive, independent contracting parties, and nothing in these Terms of Service or done pursuant to these Terms of Service will create or be construed to create a partnership, joint venture, agency, employment or other similar relationship between you and LifeSpeak. Upon request by LifeSpeak, you will execute all further documents and instruments and do all further things as may be reasonably necessary to implement and carry out the provisions and intent of these Terms of Service. No consent or waiver by LifeSpeak to or of any breach by you of these Terms of Service will be effective unless the consent or waiver is confirmed in a document that is signed by LifeSpeak or will be deemed or construed to be a consent to or waiver of a continuing breach or any other breach by you. LifeSpeak’s rights and remedies under these Terms of Service are cumulative and not exhaustive or exclusive of any other rights or remedies to which LifeSpeak may be lawfully entitled under these Terms of Service or at law, and LifeSpeak will be entitled to pursue any and all of its rights and remedies concurrently, consecutively and alternatively. If any provision of these Terms of Service is held by a court or arbitrator of competent jurisdiction to be invalid or unenforceable for any reason, then the provision will be deemed severed from these Terms of Service (as applicable) and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of the severance these Terms of Service (as applicable) would fail in their essential purpose. You may not assign these Terms of Service or any of your rights, licenses, duties or obligations under these Terms of Service. LifeSpeak in its discretion may assign these Terms of Service and any or all of LifeSpeak’s rights, licenses, duties and obligations under these Terms of Service. LifeSpeak may engage subcontractors to perform LifeSpeak’s obligations under these Terms of Service. The provisions of these Terms of Service will enure to the benefit of and be binding upon you and LifeSpeak and your respective successors, permitted assigns and personal representatives.
12.6 Interpretation: In these Terms of Service (each a “Contract Document”): (i) a reference to the Contract Document refers to the Contract Document as a whole and not just to the particular provision in which the reference appears; (ii) a reference in a Contract Document to a Section by number is a reference to the appropriate Section in the Contract Document; (iii) headings are for reference only and do not define, limit or enlarge the scope or meaning of the Contract Document or any of its provisions; (iv) words importing the singular number only include the plural and vice versa; (v) words importing a gender include both genders; (vi) “person” includes an individual, corporation, partnership, joint venture, association, trust, unincorporated organization, society, and any other legal entity; (vii) “including” and “includes” mean including or includes (as applicable) without limitation or restriction; (viii) “law” includes common law, equity, statutes and regulations, and reference to a specific law includes all regulations made under the law and all amendments to, or replacements of, the law or any regulation made under the law in force from time to time; and (ix) “discretion” or any variation thereof means a person’s sole, absolute and unfettered discretion.
12.7 Complete Agreement/Governing Language: These Terms of Service together set forth the entire agreement between you and LifeSpeak regarding the subject matter of these Terms of Service (including the Services), and supersede all prior or contemporaneous communications, representations, negotiations, discussions, agreements, or understandings, whether oral or written, with respect to the subject matter of these Terms of Service. Except as expressly set forth in these Terms of Service, these Terms of Service may not be modified except by a written document that expressly states that it is an amendment to these Terms of Service (as applicable) and is signed by an authorized representative of LifeSpeak. You and LifeSpeak have expressly requested and required that these Terms of Service and all related documents be drawn up in the English language. Les parties conviennent et exigent expressément que ce Contrat et tous les documents qui s’y rapportent soient rédigés en anglais. Subject to applicable law, any non-English translation of these Terms of Service or any Other Agreements provided by LifeSpeak is for convenience only, and if there is a conflict or inconsistency between the English version and a non-English translation then the English version will take priority and govern.
If you have any questions or comments regarding these Terms of Service, please contact LifeSpeak at: legal@lifespeak.com.