Zeal Health Solutions
FitChirp (“Application”) Terms & Agreement
Zeal Health Solutions - FitChirp (“Application”)
End-User License Agreement ("Agreement")
Last updated: January 30, 2017
Please read this End-User License Agreement ("Agreement") carefully before clicking the "I Agree" button, downloading or using FitChirp ("Application").
By clicking the "I Agree" button, downloading or using the FitChirp (“Application”), you are agreeing to be bound by the terms and conditions of this Agreement and understand that there is no tolerance for objectionable content.
In order to ensure FitChirp ("Application") provides the best experience possible for everyone, we strongly enforce a no tolerance policy for objectionable content. If you see inappropriate content, please use the “Report” feature found in the options of each post.
This Agreement is a legal agreement between you (either an individual or a single entity) and Zeal Health Solutions and it governs your use of the FitChirp (“Application”) made available to you by Zeal Health Solutions.
If you do not agree to the terms of this Agreement, do not click on the "I Agree" button and do not download or use the FitChirp (“Application”).
The FitChirp (“Application”) is licensed, not sold, to you by Zeal Health Solutions for use strictly in accordance with the terms of this Agreement.
This Agreement is between you and the Zeal Health Solutions only, and not Apple, Inc. (“Apple”). Notwithstanding the foregoing, you acknowledge that Apple and its subsidiaries are third party beneficiaries of this Agreement and Apple has the right to enforce this Agreement against you. Zeal Health Solutions, not Apple, is solely responsible for the FitChirp (“Application”) and its content.
Zeal Health Solutions grants you a revocable, non-exclusive, non-transferable, limited license to download, install and use the FitChirp (“Application”) solely for your personal, non-commercial purposes strictly in accordance with the terms of this Agreement.
You agree not to, and you will not permit others to:
license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the FitChirp (“Application”) or make the FitChirp (“Application”) available to any third party.
copy or use the FitChirp (“Application”) for any purpose other than as permitted under the above section 'License'.
modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the FitChirp (“Application”).
remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Zeal Health Solutions or its affiliates, partners, suppliers or the licensors of the FitChirp (“Application”).
The FitChirp (“Application”), including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of Zeal Health Solutions.
Any feedback, comments, ideas, improvements or suggestions (collectively, "Suggestions") provided by you to Zeal Health Solutions with respect to the FitChirp (“Application”) shall remain the sole and exclusive property of Zeal Health Solutions.
Zeal Health Solutions shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to you.
Modifications to Application
Zeal Health Solutions reserves the right to modify, suspend or discontinue, temporarily or permanently, the FitChirp (“Application”) or any service to which it connects, with or without notice and without liability to you.
Updates to Application
Zeal Health Solutions may from time to time provide enhancements or improvements to the features/functionality of the FitChirp (“Application”), which may include patches, bug fixes, updates, upgrades and other modifications ("Updates").
Updates may modify or delete certain features and/or functionalities of the FitChirp (“Application”). You agree that Zeal Health Solutions has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the FitChirp (“Application”) to you.
You further agree that all Updates will be (i) deemed to constitute an integral part of the FitChirp (“Application”), and (ii) subject to the terms and conditions of this Agreement.
The FitChirp (“Application”) may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services ("Third-Party Services").
You acknowledge and agree that Zeal Health Solutions shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Zeal Health Solutions does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.
Third-Party Services and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.
Term and Termination
This Agreement shall remain in effect until terminated by you or Zeal Health Solutions.
Zeal Health Solutions may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.
This Agreement will terminate immediately, without prior notice from Zeal Health Solutions, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the FitChirp (“Application”) and all copies thereof from your mobile device or from your computer.
Upon termination of this Agreement, you shall cease all use of the FitChirp (“Application”) and delete all copies of the FitChirp (“Application”) from your mobile device or from your computer.
Termination of this Agreement will not limit any of Zeal Health Solutions's rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.
You agree to indemnify and hold Zeal Health Solutions and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of your: (a) use of the FitChirp (“Application”); (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.
The FitChirp (“Application”) is provided to you "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Zeal Health Solutions, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the FitChirp (“Application”), including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, Zeal Health Solutions provides no warranty or undertaking, and makes no representation of any kind that the FitChirp (“Application”) will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither Zeal Health Solutions nor any Zeal Health Solutions's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the FitChirp (“Application”), or the information, content, and materials or products included thereon; (ii) that the FitChirp (“Application”) will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the FitChirp (“Application”); or (iv) that the FitChirp (“Application”), its servers, the content, or e-mails sent from or on behalf of Zeal Health Solutions are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.
Limitation of Liability
Notwithstanding any damages that you might incur, the entire liability of Zeal Health Solutions and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the FitChirp (“Application”).
To the maximum extent permitted by applicable law, in no event shall Zeal Health Solutions or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the FitChirp (“Application”), third-party software and/or third-party hardware used with the FitChirp (“Application”), or otherwise in connection with any provision of this Agreement), even if Zeal Health Solutions or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute waiver of any subsequent breach.
For U.S. Government End Users
The FitChirp (“Application”) and related documentation are "Commercial Items", as that term is defined under 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used under 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. In accordance with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
You may not export or re-export the FitChirp (“Application”) except as authorized by United States law and the laws of the jurisdiction in which the FitChirp (“Application”) was obtained.
In particular, but without limitation, the FitChirp (“Application”) may not be exported or re-exported (a) into or to a nation or a resident of any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List.
By installing or using any component of the FitChirp (“Application”), you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.
Amendments to this Agreement
Zeal Health Solutions reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our FitChirp (“Application”) after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the FitChirp (“Application”).
The laws of California, United States, excluding its conflicts of law rules, shall govern this Agreement and your use of the FitChirp (“Application”). Your use of the FitChirp (“Application”) may also be subject to other local, state, national, or international laws.
This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Good.
If you have any questions about this Agreement, please contact us.
The Agreement constitutes the entire agreement between you and Zeal Health Solutions regarding your use of the FitChirp (“Application”) and supersedes all prior and contemporaneous written or oral agreements between you and Zeal Health Solutions.
You may be subject to additional terms and conditions that apply when you use or purchase other Zeal Health Solutions's services, which Zeal Health Solutions will provide to you at the time of such use or purchase.
You may not post nude, partially nude, or sexually suggestive photos.
You are responsible for any activity that occurs from your account.
You are responsible for keeping your password and account secure.
You must not abuse, harass, threaten, bully, impersonate or intimidate other FitChirp users.
You may not use the FitChirp service for any illegal or unauthorized purpose. International users agree to comply with all local laws regarding online conduct and acceptable content.
You are solely responsible for your conduct and any data, text, information, account names, graphics, photos, profiles, audio and video clips, links ("Content") that you submit, post, and display on the FitChirp service.
You must not modify, adapt or hack FitChirp or modify another website so as to falsely imply that it is associated with FitChirp.
You must not access FitChirp private API by any other means other than the FitChirp application itself.
You must not crawl, scrape, or otherwise cache any content from FitChirp including but not limited to user profiles and photos.
You must not create or submit unwanted email or comments to any FitChirp members ("Spam").
You must not use web URLs in your name without prior written consent from FitChirp, inc.
You must not transmit any worms or viruses or any code of a destructive nature.
You must not, in the use of FitChirp, violate any laws in your jurisdiction (including but not limited to copyright laws).
Violation of any of these agreements will result in the termination of your FitChirp account. While FitChirp prohibits such conduct and content on its site, you understand and agree that FitChirp cannot be responsible for the Content posted within its services and you nonetheless may be exposed to such materials and that you use the FitChirp service at your own risk.
We reserve the right to modify or terminate the FitChirp service for any reason, without notice at any time.
We reserve the right to refuse service to anyone for any reason at any time.
We reserve the right to force forfeiture of any account that becomes inactive, violates trademark, or may mislead other users.
We reserve the right to reclaim accounts on behalf of businesses or individuals that hold legal claim or trademark on those accounts.
Proprietary Rights in Content on FitChirp
FitChirp does NOT claim ANY ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other materials (collectively, "Content") that you post on or through the FitChirp Services. By displaying or publishing ("posting") any Content on or through the FitChirp Services, you hereby grant to FitChirp a non-exclusive, fully paid and royalty-free, worldwide, limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce and translate such Content, including without limitation distributing part or all of the Site in any media formats through any media channels, except Content not shared publicly ("private") will not be distributed outside the FitChirp Services.
Some of the FitChirp Services are supported by advertising revenue and may display advertisements and promotions, and you hereby agree that FitChirp may place such advertising and promotions on the FitChirp Services or on, about, or in conjunction with your Content. The manner, mode and extent of such advertising and promotions are subject to change without specific notice to you.
You represent and warrant that: (i) you own the Content posted by you on or through the FitChirp Services or otherwise have the right to grant the license set forth in this section, (ii) the posting and use of your Content on or through the FitChirp Services does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person, and (iii) the posting of your Content on the Site does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing any person by reason of Content you post on or through the FitChirp Services.
The FitChirp Services contain Content of FitChirp ("FitChirp Content"). FitChirp Content is protected by copyright, trademark, patent, trade secret and other laws, and FitChirp owns and retains all rights in the FitChirp Content and the FitChirp Services. FitChirp hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the FitChirp Content (excluding any software code) solely for your personal use in connection with viewing the Site and using the FitChirp Services.
The FitChirp Services contain Content of Users and other FitChirp licensors. Except as provided within this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the FitChirp Services.
FitChirp performs technical functions necessary to offer the FitChirp Services, including but not limited to transcoding and/or reformatting Content to allow its use throughout the FitChirp Services.
Although the Site and other FitChirp Services are normally available, there will be occasions when the Site or other FitChirp Services will be interrupted for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and equipment that are beyond the control of FitChirp. Also, although FitChirp will normally only delete Content that violates this Agreement, FitChirp reserves the right to delete any Content for any reason, without prior notice. Deleted content may be stored by FitChirp in order to comply with certain legal obligations and is not retrievable without a valid court order. Consequently, FitChirp encourages you to maintain your own backup of your Content. In other words, FitChirp is not a backup service. FitChirp will not be liable to you for any modification, suspension, or discontinuation of the FitChirp Services, or the loss of any Content.