Last updated: December 2022
YOUR FREE (NON-PAID) ACCESS TO AND USE OF THE STANCE FITNESS WEBSITE LOCATED AT [ADDRESS] (THE “SITE”) AND THE STANCE FITNESS MOBILE APP (THE “APP”) FOR ANY FREE SERVICES OFFERED BY STANCE FITNESS LTD (“STANCE FITNESS” OR “US”/“WE”/“OUR”), ANY SERVICES PROVIDED AS PART OF ANY PROMOTION OR TRIAL, AND OUR APPLICATION PROGRAMMING INTERFACES ASSOCIATED WITH SUCH FREE SERVICES (COLLECTIVELY, THE “SERVICES”) ARE SUBJECT TO YOU AGREEING TO THESE GENERAL TERMS OF SERVICE (THESE “GENERAL TERMS”). IF YOU DO NOT AGREE TO THESE GENERAL TERMS, THEN YOU MAY NOT ACCESS OR USE THE SERVICES.
By clicking “I accept” or “I agree” (or words to similar effect), registering for a Stance Fitness account, or otherwise using any of our Services, you agree that you have read and understood, and, as a condition to your access to and use of any of our Services, you agree to be legally bound by, these General Terms.
This Agreement (defined below) is written in English (UK). To the extent any translated version conflicts with the English version, the English version controls.
Stance provide services to collect, display and share fitness data.
Some features of the Services may have additional terms, policies or agreements that apply (“Content Specific Terms”). You agree to comply fully with these General Terms and any Content Specific Terms. All Content Specific Terms are incorporated by this reference in their entirety into these General Terms and these General Terms with all Content Specific Terms incorporated shall be referred to herein as the “Agreement”. In the event of a conflict or inconsistency between these General Terms and any Content Specific Terms, the Content Specific Terms control.
As a condition to your access to and use of certain features of the Services, you will be required to register for a Stance Fitness account. By registering, you hereby certify to us that: (i) you are at least 18 years of age; and (ii) if you are agreeing to this Agreement on behalf of an organisation (in which case, “you” as used herein shall refer to you and your organisation collectively), that you are duly authorised to bind such organisation. For the avoidance of doubt, an “organisation” includes a corporation, partnership, LLC, or other entity. Upon registration, you will be provided with a login identifier (“Stance Fitness User ID”) and will be required to create a password. You shall be responsible and liable for maintaining the confidentiality of your Stance Fitness User ID and password. You are not allowed to share your Stance Fitness User ID and/or password for any reason and are fully and solely responsible and liable for all activities that occur under your account. You agree to notify us immediately by emailing us at email@example.com upon learning of any unauthorised access to or use of your account or any other breach of security. You agree to provide us with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate suspension or termination of your account. In addition, we reserve the right to refuse, suspend, or terminate your registration (or cancel a Stance Fitness User ID) for any reason and at our sole discretion.
Subject to your complete and ongoing compliance with this Agreement and our Policies, we grant to you, for the duration of your access and use, a worldwide, limited, personal, non-exclusive, non-sublicensable, non-transferable, revocable right and license to: (i) access and use the Services and Content (defined below) in accordance with our Data Usage Policy; and (ii) install and use one object code copy of any mobile app provided by us and associated with the Services on a mobile device that you own or control through which you may access and use the Services and Content.
In connection with your access to and use of the Services, you agree that you will not, directly or indirectly, permit or cause any other person or entity to:
a. License to User Submissions
In the course of using the Services, you may provide information or content that may be used by us in connection with the Services and which may be visible to third parties (“User Submissions”). You understand that by posting any such User Submissions on the Services or otherwise providing them to us in connection with your access to or use of the Services, you hereby grant to us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, freely sublicensable and freely transferable right and license to use, including to modify, reproduce, distribute, prepare derivative works of, reformat, translate, display, perform, and otherwise commercially exploit, such User Submissions (including all related intellectual property rights and other proprietary rights) for any purpose, in any format, through any channel, and without any further obligation to you.
We reserve the right to remove any User Submissions from the Services at any time, for any reason. As between you and us, you are solely responsible and liable for all User Submissions that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services. You hereby represent and warrant that you possess, and will maintain, all rights, titles, and interest in and to the User Submissions, and that you have the full right and authority to grant the rights and licenses granted to us herein with respect to such User Submissions.
b. Feedback License
If you choose to provide input, suggestions, ideas, reviews, recommendations, corrections, comments, or other feedback regarding problems with or proposed modifications or improvements to the Services (“Feedback”), then you hereby grant to us an unrestricted, non-exclusive, worldwide, royalty-free, perpetual, irrevocable, freely sublicensable and freely transferable right and license to use the Feedback in any manner and for any purpose, including to improve the Services and create other products and services. You further acknowledge that we use automated methods to collect data from various sources, including websites and other online sources, for analysis and use in our products and services, and you consent to our use of these methods with respect to sources owned by you.
c. Promotional License
You hereby grant to us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, freely sublicensable (through multiple tiers) and freely transferable right and license to use your organisation’s name, organisation’s logos and related images, and any written comments you provide to us or otherwise make publicly available concerning your organisation’s use of the Services in our communications materials (e.g., on our Sites, third-party websites, press releases, and presentations) for promotional purposes.
Any content that we provide or make available in or through the Services, including any estimates and reports provided through the Services and any third-party User Submissions (“Content”), are our intellectual property and copyrighted work or that of third-party authors. We hereby reserve all our rights, title, and interest (including all intellectual property rights) in and to the Services, Content, and Confidential Information, except as expressly provided herein.
Content owned by third parties (including logos or trademarks) shall not be used by you for any purpose. In addition, certain trademarks contained within the Services, such as “Apple Watch” of the “Apple Logo” are the sole and exclusive property of Apple Inc., and we do not claim any ownership thereof. The goodwill of any use of third-party trademarks shall inure solely to the benefit of that third party.
Unauthorised use of Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and/or other regulations and statutes, and you are expected to report to us of any such unauthorised use. You may not use any of our trademarks (including our brands and logos) or any links to our Site, App or other platforms we may operate, in any way without our express permission.
b. Apple as other third parties
In the event you use the App in connection with a device provided by Apple Inc. (“Apple”), such as the Apple Watch, the following shall apply:
You further acknowledge and agree that your use of any Third-Party Materials may be governed by the applicable third parties’ terms and conditions and that such third parties may also be third-party beneficiaries to these General Terms with the right to enforce the General Terms against you as between you and them
c. Third party service providers
Without derogating from the generality of Section 12 below, as we use third party services such cloud and storage providers, the availability of the Services may be affected by scheduled or unscheduled maintenance, viruses and other cyber attacks, or any other interruption to the Services that is not within our control. We do not, therefore, make any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Services, or the information, Content, and materials or products included thereon; (ii) that the Services will be uninterrupted or error-free; or (iii) that the Services, the servers used for the Services, the Content, or e-mails sent from or on behalf of us are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
We may suspend, modify in any way, or cease providing the Services or Content, or suspend, limit, or terminate your access to any part (or all) of the Services or Content at any time in our sole discretion without notice or liability to you or any third party.
“Confidential Information” means the information that we designate as confidential at the time of disclosure or that should reasonably be understood to be our confidential information, including all of our business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no act or omission by you or breach by you of this Agreement; (ii) at the time of disclosure by us, was lawfully received by you from a third party without breach of any obligation owed to us or the source of such information; or (iii) was or is independently developed by you without use of or reference to the Confidential Information. Confidential Information disclosed prior to your acceptance of this Agreement will be subject to this Section 10.
You will: (a) protect all Confidential Information as confidential with at least the same degree of care that you use to protect your own similar confidential information, but not less than a reasonable standard of care; (b) not use or disclose any Confidential Information for any purpose except to exercise your rights and/or fulfil your obligations under this Agreement; and (c) not disclose any Confidential Information to any person or entity other than your employees and/or contractors whose access is strictly necessary for purposes consistent with this Agreement and who are bound by obligations of confidentiality no less stringent than those set forth herein.
You may disclose Confidential Information to comply with applicable law, provided that you give us prior notice of the compelled disclosure or legal proceeding (to the extent permitted by law) and reasonable assistance to and cooperation with us, at our cost, if we desire to contest the disclosure. You and we agree that money damages are an inadequate remedy for breach of the obligations in this Section 10, and that any such breach would result in irreparable harm to us. Therefore, in the event of any such actual or threatened breach, we will be entitled, in addition to any other rights or remedies available to us at law or equity, to seek specific performance or injunctive relief without the posting of a bond.
You agree to indemnify, defend, and hold harmless us, and our directors, officers, employees and contractors to the fullest extent of applicable law from and against any claim, action, demand, loss, liability, damage, cost or expense (including legal fees) arising from or relating to: (i) your breach of this Agreement; (ii) your unauthorised use of, or misuse of, the Services or Content; (iii) any content you have submitted to or through the Services (including User Submissions); (iv) any dispute you have or may have with any third party; or (v) your use of the Services (including any and all acts, omissions, or decisions undertaken or made by you, your affiliates, or third parties with whom you share the Services or Content (whether or not as permitted herein), in each case arising out of or in connection with such parties’ use of the Services or related Content) other than as expressly permitted in this Agreement. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defence of those claims.
The Services may provide links or access to third-party websites, content, products and/or services (“Third-Party Materials”), such as Apple Inc. products (for example, “Apple Watch”) which may be governed by one or more third parties’ terms or conditions. We are not responsible or liable for such Third-Party Materials; you bear all risks associated with the access to and/or use of such Third-Party Materials.
THE SERVICES, CONTENT, CONFIDENTIAL INFORMATION, AND ALL ADVICE OR INFORMATION PROVIDED BY US OR OBTAINED BY YOU FROM THE SERVICES OR IN CONJUNCTION WITH THESE GENERAL TERMS (INCLUDING ALL THIRD-PARTY MATERIALS AND ALL USER SUBMISSIONS) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WHETHER ARISING BY A COURSE OF DEALING, USAGE, OR TRADE PRACTICE OR COURSE OF PERFORMANCE, AND INCLUDING ANY WARRANTY REGARDING THE AVAILABILITY OF THE SERVICES, THAT YOUR ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
YOU UNDERSTAND AND ACKNOWLEDGE THAT THE SERVICES AND CONTENT PROVIDED HEREUNDER RELY ON AND/OR ARE BASED ON INFORMATION, CONTENT, MATERIALS, AND SERVICES OBTAINED THROUGH A VARIETY OF METHODOLOGIES FROM THIRD PARTY SOURCES THAT ARE NOT AFFILIATED WITH OR CONTROLLED BY US, AND ACCORDINGLY, WE CANNOT AND DO NOT MAKE ANY REPRESENTATIONS AS TO, AND HEREBY DISCLAIM ANY AND ALL LIABILITY ARISING OUT OF OR ASSOCIATED WITH THE ADEQUACY, SUFFICIENCY, COMPLETENESS, CURRENCY, PROVENANCE, RIGHTS, OR OTHER ATTRIBUTES OF SUCH SERVICES AND CONTENT, OR OUR COLLECTION AND PROCESSING THEREOF. YOU AGREE THAT YOU ARE NOT RELYING ON OUR DELIVERY OF ANY FUTURE FUNCTIONALITY, OR ON ANY OF OUR ORAL OR WRITTEN PUBLIC COMMENTS OR ADVERTISING IN YOUR USE OF THE SERVICES.
YOU EXPRESSLY ACKNOWLEDGE THAT WE DISCLAIM ANY LIABILITY FOR DAMAGES INCURRED BY YOU AS A RESULT OF SANCTIONS OR PENALTIES IMPOSED BY THIRD PARTIES BECAUSE OF YOUR ACCESS TO OR USE OF THE SERVICES. YOU FURTHER AGREE THAT WE HAVE NO LIABILITY WITH RESPECT TO ANY APPLICATIONS YOU PUBLISH OR DISTRIBUTE, USER SUBMISSIONS, AND FEEDBACK.
THE SERVICES AND CONTENT ARE NOT INTENDED AS, AND YOU SHALL NOT RELY UPON THE SERVICES OR CONTENT AS A SOURCE OF ADVICE, GUIDANCE, OR DIRECTION. ACCORDINGLY, ALL ACTS, OMISSIONS, AND DECISIONS YOU UNDERTAKE OR MAKE (OR REFRAINS FROM MAKING OR UNDERTAKING) THROUGH THE USE OF THE SERVICES, CONTENT, OR OTHERWISE, ARE YOUR SOLE RESPONSIBILITY, AND YOU MUST USE YOUR INDEPENDENT BUSINESS JUDGEMENT IN THE CONDUCT OF YOUR BUSINESS.
FOR THE AVOIDANCE OF DOUBT, WE ARE NOT REGISTERED IN ANY INVESTMENT ADVISORY CAPACITY IN ANY JURISDICTION GLOBALLY, AND DO NOT OFFER ANY LEGAL, HEALTH-RELATED, FINANCIAL, INVESTMENT OR BUSINESS ADVICE. NOTHING CONTAINED IN THIS AGREEMENT, OR IN ANY OF OUR PRODUCTS, SERVICES, OR OTHER OFFERINGS, OR IN ANY INFORMATION PROVIDED BY US TO YOU OR OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHOULD BE CONSTRUED AS AN OFFER, RECOMMENDATION, OR SOLICITATION TO BUY OR SELL ANY PRODUCT OR SERVICE OR TO PERFORM (OR REFRAIN FROM PERFORMING) ANY ACTIVITY. ANY REFERENCE TO PAST OR POTENTIAL PERFORMANCE IS NOT, AND SHOULD NOT BE CONSTRUED AS, A RECOMMENDATION OR AS A GUARANTEE OF ANY SPECIFIC OUTCOME. YOU SHOULD ALWAYS CONSULT YOUR OWN PROFESSIONAL ADVISORS.
THE DISCLAIMERS IN THIS SECTION 12 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
Physical exercise, in all of its forms and with or without the use of equipment, is a strenuous physical activity. Accordingly, you are urged and advised to seek the advice of a physician before beginning any physical exercise regimen, routine, program or using any suggested equipment, with or without connection to your use of the Services. We are not a medical organisation, and our Services (and staff) cannot (and will not) give you medical advice or diagnosis. All suggestions and comments relating to the use of equipment, poses, moves, training regime and any other instructions that you may decide to take on yourself or proceed with, with or without connection to the Services, are carried out by you at your election and at your responsibility. Nothing contained in the Services should be construed as any form of such medical advice or diagnosis.
By using the Services, you represent that you understand that physical exercise involves strenuous physical movement, and that such activity carries the risk of injury whether physical or mental. You understand that it is your responsibility to judge your physical and mental capabilities for such activities. It is your responsibility to ensure that by using the Services you will not exceed your limits while performing such activity, and you will select the appropriate level of activity for your skills and abilities, as well as for any mental or physical conditions and/or limitations you have. You understand that the Services may suggest physical adjustments or the use of certain equipment to enhance or improve your training regime, and it is your sole responsibility to determine if any such suggested adjustments or equipment is appropriate for your level of ability and physical and mental condition.
You expressly waive and release any claim that you may have at any time for injury of any kind against us, or any person or entity involved with us, including without limitation our directors, principals, employees, agents, contractors, affiliates and representatives.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, OR ANY OTHER INTANGIBLE LOSS) INCURRED BY YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF THE SERVICES, ANY CONTENT, ANY USER SUBMISSIONS, OR ANY THIRD-PARTY MATERIALS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, OUR POLICIES, AND/OR THE ACCESS TO OR USE OF (OR ANY INABILITY TO ACCESS OR USE) ANY FEATURE OF THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF THE AMOUNT PAID BY YOU TO US FOR YOUR ACCESS TO OR USE OF THE SERVICES OR £100. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY ARISING OUT OF OR RELATED TO ANY ACTS, OMISSIONS, OR DECISIONS MADE OR UNDERTAKEN (OR NOT MADE OR UNDERTAKEN) BY YOU OR ANY OF YOUR AFFILIATES OR THIRD PARTIES WITH WHOM YOU SHARE THE SERVICES OR CONTENT (WHETHER PERMITTED OR NOT), ARISING OUT OF OR IN CONNECTION WITH SUCH PARTIES’ USE OF THE SERVICES AND CONTENT
This Agreement is effective beginning the earliest of when you first click “I accept” or “I agree” (or words to similar effect), register for a Stance Fitness account, or use (including install, access, or browse) any of our Services, and shall continue until terminated as expressly permitted in this Agreement. We may, in our sole discretion, terminate all or part of this Agreement for any reason or no reason, with or without notice, and with no liability arising from such termination to you or any third party. Upon termination of this Agreement: (i) your rights, and authorisations granted to you, to access and use the Services, Content, and Confidential Information will terminate and you must immediately cease all access to and use of your Stance Fitness accounts and the Services, Content, and Confidential Information; (ii) you must pay us any unpaid amount that was due prior to termination; and (iii) all payment obligations accrued prior to termination, your certifications in Section 4 (Registration and Authority), and Sections 6 (Restrictions), 7 (Your Licenses to Us), 8 (Our and Third-Party Intellectual Property, products and services), 10 (Confidentiality), 11 (Indemnity), 12 (Disclaimers; No Warranties), 13 (Health Disclaimer), 14 (Limitations of Liability), 15 (Termination of the Agreement), 16 (Governing Law and Arbitration), and 17 (Miscellaneous) of these General Terms will survive any expiration or termination of this Agreement.
This Agreement and all matters arising out of or relating to it shall be construed and enforced exclusively in accordance with the laws of England and Wales without regard to choice of law provisions. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, shall be determined by the competent courts of England and Wales, exclusively.
a. Force Majeure
We shall not be liable for any delay in performance or failure to perform any of our obligations hereunder where such delay or failure results from any cause beyond our reasonable control, including a strike, blockade, war, act of terrorism, riot, natural disaster, pandemic, epidemic, viral outbreak or disease, or a failure or diminishment of power or telecommunications or data networks or services.
You may not assign, transfer, or sublicense this Agreement in whole or in part except with our prior written consent. We may assign, transfer, or delegate this Agreement and any of our rights and/or obligations under this Agreement without your consent.
This Agreement and applicable terms from our Policies are the entire statement of the terms that govern your access to and use of the Services. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any portion of this Agreement is found to be unenforceable or invalid, that portion shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect, and enforceable. For purposes of this Agreement: (i) the words “include”, “includes”, and “including” will be deemed to be followed by the words “without limitation”; (ii) the word “or” is used in the inclusive sense of “and/or” and the terms “or,” “any” and “either” are not exclusive; and (iii) the words “herein” and “hereunder” refer to this Agreement as a whole.
d. Modifications to the Agreement
We may make changes to this Agreement on a going basis at any time in our sole discretion. You acknowledge and agree that your access to and use of the Services after we publicly post or otherwise make available to you a modified version of this Agreement will constitute your acceptance of the modified Agreement. Except as expressly provided in this Section 15(d), this Agreement may be amended only by a written agreement signed by an authorised representative of each party to this Agreement.
We reserve the right to charge fees for any part of the Services at any time but will provide advance notice to you of any applicable fees and payment terms prior to any such fees coming into effect.