THESE TERMS SET FORTH LEGALLY BINDING TERMS THAT GOVERN YOUR USE OF THE SERVICES. BY ACCESSING OR USING THE SERVICES, YOU ARE ENTERING INTO A LEGAL CONTRACT WITH RESHAPE AND ARE ACCEPTING THE TERMS AND AGREE TO BE BOUND BY THE TERMS AND ALL ADDITIONAL TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO ANY PORTION OF THESE TERMS, YOU SHOULD NOT ACCESS OR USE THE SERVICES.
- Use of the Services. ReShape grants you a non-exclusive, personal, non-transferrable, limited license to use and access the Services in accordance with these Terms. You are prohibited from using the Services: (i) for any unlawful purpose; (ii) to solicit others to perform or participate in any unlawful acts; (iii) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (iv) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (v) to cause or launch any programs, spiders, robots, or scripts or other automatic or manual devices or processes for the purpose of extracting, scraping, indexing, surveying, or otherwise data mining any portion of the Services, or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; (vi) to attempt to gain unauthorized access to or impair any aspect of the Services, or the related systems, servers, or networks; (vii) for resale, time-sharing or other similar purposes; (viii) to stalk, harass or harm another individual; (ix) to impersonate any person or entity, or otherwise misrepresent your affiliation with any person or entity; (x) to use any portion of the Services in any manner that may give a false or misleading impression, attribution or statement as to us or any other person or entity; or (xi) to decompile, reverse engineer, jeopardize the correct functioning of the Services, disassemble the Services, or otherwise attempt to derive the source code of the software that enables or underlies the Services, except as may be permitted by applicable law. ReShape reserves the right to terminate your use of the Services for violating any of the prohibited uses.
- No Warranties. The Services are provided to you as a convenience and for your information only. Your use of the Services is at your own risk. ReShape does not warrant or represent that: (i) any materials, documents, recommendations, images, graphics, logos, design, audio, video, and any other information provided from or on the Services (collectively, the “Services Content”) is accurate or complete; (ii) the Services Content is up-to-date or current; (iii) ReShape has any obligation to update any Services Content; (iv) the Services Content is free from technical inaccuracies or programming or typographical errors; (v) the Services Content is free from changes caused by a third party; (vi) your access to the Services will be free from interruptions, errors, computer viruses or other harmful components; or (vii) any information obtained in response to questions asked through the Services is accurate or complete.
- Medical Disclaimer. The Services provide weight loss management and related information intended to assist users in their personal weight loss and wellness improvement efforts. ReShape is not a medical provider and ReShape does not, through the Services or otherwise, provide medical advice, treatment or diagnosis. Nothing contained in the Services should be construed as medical advice, treatment or diagnosis. Use of the Services should not be interpreted as a substitute for physician consultation, evaluation, or treatment. You are urged and advised to seek the advice of a physician before beginning any weight loss effort, exercise regimen or related wellness measures or initiatives, including without limitation the use of the Services. You acknowledge that the Services may involve risks and you assume those risks. ReShape has no obligation with respect to: (i) the appropriateness of you engaging with the Services; (ii) the results (or lack thereof) from using the Services; or (iii) any health-related matters arising in connection with your use of the Services.
- HIPAA. In providing the Services, ReShape may collect and store protected health information (as defined by the Health Insurance Portability and Accountability Act of 1996) on behalf of your healthcare provider as a business associate. As a business associate to your healthcare provider, ReShape cannot use or disclose protected health information in a way that your healthcare provider itself may not. For information about how your healthcare provider collects, uses, and shares your protected health information, please refer to your healthcare provider’s notice of privacy practices.
- Account Creation. In order to use certain features of the Services, you will need to register for an account (an “Account”) and provide certain information about yourself. You represent and warrant that: (i) all information you submit to ReShape is solely yours, truthful, and accurate; and (ii) you will maintain the accuracy of such information. ReShape shall have no liability associated with or arising from your failure to maintain accurate, complete, or up-to-date information within your Account. We are not responsible for verifying your Account information.
- Account Confidentiality. You are solely responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. If you believe your password or login information has been lost, stolen, or will be misused, you must notify us immediately by using the contact information set forth at the end of these Terms. ReShape shall not be liable for any loss or damage arising from your failure to comply with these requirements.
- Fees. If your use of the Services is not covered by insurance, you agree to pay, and you hereby authorize our third-party payment processor, to charge you using your selected payment method for any balance. You agree that you are fully responsible for any such payment. By providing us with a payment method, you represent and warrant: (i) you have authorized us and our third-party payment processor to charge the selected payment method; (ii) you are duly authorized to use such payment method; and (iii) all provided payment information is true and accurate.
- Modifications to the Services. ReShape reserves the right to modify, suspend, or discontinue, the Services (in whole or in part) with or without notice to you. You agree ReShape will not be liable to you or to any third-party for any modification, suspension, or discontinuance of the Services or any part thereof.
- User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Services, including the submission of feedback, questions, comments, and suggestions. You are solely responsible for your User Content and assume all risks associated with the use of your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of your User Content that personally identifies you or a third-party. ReShape cannot guarantee any confidentiality with respect to any User Content. You hereby grant (and you represent and warrant that you have the right to grant) to ReShape an irrevocable, non-exclusive, royalty-free, and fully-paid license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content.
- Disclaimers. THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND RESHAPE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. RESHAPE MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. RESHAPE DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES AT TIMES OR LOCATIONS OF YOUR CHOOSING. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THE USE OF THE SERVICES IS AT YOUR OWN RISK.
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL RESHAPE (OR ITS SERVICE PROVIDERS) BE LIABLE TO YOU OR TO ANY THIRD-PARTY FOR ANY LOST PROFITS, LOST DATA, OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF RESHAPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU (AND OUR SERVICE PROVIDER’S LIABILITY TO YOU) FOR ANY DIRECT DAMAGES ARISING FROM OR RELATED TO THESE TERMS AND THE SERVICES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO THE TOTAL AMOUNT PAID BY YOU TO US PURSUANT TO THESE TERMS OR THE SERVICES. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
- Indemnification. You agree indemnify, and hold harmless ReShape (and its employees, service providers, clients, officers, affiliates, subsidiaries, parents, and agents) from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses, and costs (including reasonable attorneys’ fees) assessed or incurred by us, directly or indirectly, with respect to or arising out of: (i) your use of the Services; (ii) your violation of these Terms; (iii) your violation of applicable laws or regulations; (iv) your User Content; or (v) your willful misconduct.
- Intellectual Property. The Services and Services Content are owned and controlled by ReShape. ReShape expressly reserves all of its intellectual property rights in and to the Services and Services Content. No portion of the Services or Services Content may be reproduced in any form or by any means, except as provided elsewhere in these Terms. ReShape is the owner of, or are otherwise permitted to the use, all trademarks, service marks, and logos used and displayed on the Services. Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of ReShape’ trademarks, service marks, or copyrights without ReShape’s prior written permission. You may copy or print a single copy of any page from the Services for non-commercial purposes if you do not remove, modify or alter any copyright or proprietary rights notices that may be present. You may not otherwise: (i) remove or obscure any copyright, trademark, digital watermarks, proprietary legends or other proprietary notices from any portion of our Services; or (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit our Services or Services Content, except as expressly permitted by ReShape.
- Copyright. If you believe that another user of the Services is unlawfully infringing copyrighted material(s), and wish to have the allegedly infringing material(s) removed, you must provide the following in the form of a notification pursuant to the Digital Millennium Copyright Act (DMCA): (i) identification of the copyrighted work(s) claimed to have been infringed; (ii) identification of the supposedly infringing material that is to be removed; (iii) information reasonably sufficient to permit us to locate the material on the Services; (iv) your address, telephone number, or email address; (v) a statement that you have a good faith belief that use of the material is in fact infringing and/or not authorized by the copyright owner, its agent, or the law; (xi) a statement that, under penalty of perjury, the information in the notification is accurate and where relevant you are authorized to act on behalf of the copyright owner; and (vii) your physical or electronic signature. This notification must be sent to: email@example.com A provider of content subject to a claim of infringement may make a counter-notification. To file a counter-notification with us, please send notice to our DMCA Copyright Agent at the above contact information with the following information: (i) identification of the supposedly infringing material that is to be removed; (ii) a statement that, under penalty of perjury, you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; (iii) your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your postal address is located, and that you will accept service of process from the party who submitted the infringement notification or his, her, or its principal or agent; and (iv) the signature, physical or electronic, of you or a person authorized to act on your behalf. We will promptly provide the party that provided the notice of claimed infringement with a copy of the counter-notification, and inform the complaining party that we restore the removed or disabled content within ten (10) business days. If we do not receive notice that a lawsuit has been filed within ten (10) business days after we provide notice of the counter-notification, we will restore the removed or disabled materials. Until that time, the materials will remain removed or disabled. Before filing a copyright notification with us, make a careful determination as to whether or not the use of the material at issue is or may be protected by the “fair use” doctrine. You could potentially be held liable for costs and attorneys’ fees should you file a takedown notice where there is no infringing use. If you are unsure whether there is infringement, it may be advisable to seek legal counsel.
- Errors, Inaccuracies, and Omissions. Occasionally the Services Content may contain typographical errors, inaccuracies or omissions. ReShape reserve the right to correct any errors, inaccuracies or omissions, and to change or update information if any information on the Services is inaccurate at any time without prior notice. ReShape undertakes no obligation to update, amend or clarify Services Content except as required by law.
- Governing Law. These Terms and all matters arising out of or relating to the Services shall be governed by the laws of the United States and the State of Delaware, without giving effect to the conflict of law provisions thereof. All proceedings that may arise out of or in connection with the Services shall be brought solely in the appropriate state or federal courts in the State of Delaware.
- Termination of Service. ReShape may suspend or terminate your right to access the Services at any time, without notice, for conduct that we believe violates these Terms and/or is harmful to other users of the Services, to ReShape, to the business of our Internet service provider, or as we otherwise deem appropriate, in our sole discretion.
- Age Restrictions. You affirm that you are at least eighteen (18) years of age, or an emancipated minor, and are fully able and competent to enter into these Terms, and abide by and comply with these Terms.
- Electronic Communications. By using the Services, you consent to receive electronic communications from ReShape unless you follow applicable opt-out procedures. ReShape will communicate with you by email or by posting notices on the Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.
- Third-Party Links. The Services may include links content provided by third-parties (“Third-Party Content”). Third-Party Content is provided for your convenience and information only. Third-Party Content is not under the control of ReShape and ReShape is not responsible for the content of any Third-Party Content. The inclusion of Third-Party Content does not imply endorsement, affiliation, partnership, or sponsorship by ReShape. Use of any Third-Party Content is at your own risk.
- Local Laws. ReShape makes no representation that the Services are appropriate or available for use in jurisdictions outside the United States. Access to the Services from jurisdictions where such access is illegal is prohibited. If you choose to access the Services from other jurisdictions, you do so at your own initiative and are responsible for compliance with applicable local laws.
- Export Restrictions. The Services may be subject to United States export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any United States technical data acquired from the Services, or any products utilizing such data, in violation of the United States export laws or regulations.
- Changes To These Terms. ReShape may revise these Terms or the Services, or stop providing the Services at any time and without notice to you. ReShape encourages you to review these Terms frequently (the date of the most recent revision to these Terms appears at the end of these Terms). Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.
- Contact. If you have any questions about these Terms, please contact us at (855)-RESHAPE.