Terms & Conditions of Use

Gripable Limited is a company registered in England and Wales under registration number 10726111 and VAT number 281749864 whose registered office is at Thornton House, 39 Thornton Road, London, SW19 4NQ (referred to in these terms as “we”, “our”, “us” or “Gripable”). Gripable provides the websites at https://gripable.co/ and https://gripable.co/us and along with Gripable’s related software, websites, hosted applications, mobile or other downloadable applications (“Platform”), as well as sensors and accessories (“Hardware”) that may be made available for purchase through a Gripable authorized reseller (“Reseller”). The Platform, Hardware and any Additional Services (as defined below) are collectively referred to as the “Products.”

These Terms of Use together with our Privacy Policy and Terms of Sale (collectively, the “Terms and Conditions” or “Terms”) are a legally binding contract between you and Gripable regarding your use of the Products. These Terms and Conditions are entered into as of the earlier of the date you create an account, first access or use the Products, or sign a Reseller agreement referencing these Terms.

BY CLICKING “I ACCEPT,” BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE PRODUCTS, OR BY OTHERWISE ACCEPTING THE TERMS, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE PRODUCTS, YOU AGREE TO BE BOUND BY, THE TERMS AND CONDITIONS. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS AND CONDITIONS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE PRODUCTS. YOUR USE OF THE PRODUCTS, AND GRIPABLE’S PROVISION OF THE PRODUCTS TO YOU, CONSTITUTES AN AGREEMENT BY GRIPABLE AND BY YOU TO BE BOUND BY THESE TERMS AND CONDITIONS.

For avoidance of doubt, even if you place an order with a Reseller, these Terms and Conditions will apply and be legally binding directly between you and us, and we will have the right to enforce these Terms and Conditions against you. In the event that you represent or are using the Products on behalf of a business or other entity, you understand and warrant that the business or entity has given you the authority to enter into the Terms and Conditions with us.

Definitions. Terms used in these Terms and Conditions will have the definitions given in these Terms and Conditions or, if not defined in these Terms and Conditions, will have their plain English meaning.

Additional Terms. We or our affiliates may require you to follow additional rules, guidelines, or terms and conditions (“Additional Terms”) in order to access and use various features of the Products or to receive other services offered from time to time (“Additional Services”). Before accessing or using the Additional Services, you will be required to agree to any applicable Additional Terms. Any Additional Terms you agree to will become a part of these Terms and Conditions. If any Additional Terms differ from the terms of these Terms and Conditions, the Additional Terms will take precedence over the terms of these Terms and Conditions, but only with respect to the matters governed by the Additional Terms.

Country-specific Terms. Depending on where you are located globally there may be supplementary terms that govern your use of the Products (“Country-specific Terms”). These Country-specific Terms are set out in the Annex to these Terms and Conditions of Use and will apply to you if you are using the Products in one of the countries listed in the Annex.

No Responsibility for clinicians or other third parties. We are not responsible for any clinicians or other third parties whether or not they use the Platform to assist them in providing you with any training. We have no control over, are not responsible for, and do not provide support or maintenance for clinicians or other third parties. Separate and apart from these Terms of Use, your access to and use of any third party may also be subject to any other agreement you have entered into (or enter into). Notwithstanding any other agreement, these Terms and Conditions will continue to apply to your use of the Platform.

Prescription Use Only for certain Gripable Products. You acknowledge and agree that certain Gripable Products are, in some countries, intended for prescription use only to provide an interactive rehabilitation environment by providing exercises for users to perform. In certain countries, the law restricts such Products to sale by or on the order of a qualified healthcare professional. Accordingly, by accepting these Terms and Conditions, you agree and certify that you are authorized to prescribe and/or to use such prescription Products pursuant to all applicable laws, which in respect of the USA shall include the Federal Food, Drug, and Cosmetic Act and implementing regulations.

Reseller Terms. These Terms and Conditions are directly between Gripable and you and govern your use of the Products. Resellers are not authorized to modify these Terms and Conditions or make any promises, representations, warranties, or commitments on our behalf, and we are not bound by any obligations to you other than as set forth in these Terms and Conditions. We are not party to (or responsible under) any separate agreement between you and the Reseller and are not responsible for the Reseller’s acts, omissions, products, or services. The amount paid or payable by the Reseller to us for your use of the Products under these Terms and Conditions will be deemed the amount paid or payable by you to us under these Terms and Conditions for purposes of any limitations of liability.

Medical Professionals. If you are a medical professional, such as a doctor, occupational therapist or physical therapist, providing your patients with access to the Products or using the Products to provide services to your patients (“Medical Professional”), you hereby represent and warrant that:

1. 1. you are duly licensed in your region or country, and your provision of any services using the Products will be in compliance with all applicable laws and these Terms, and that you are solely and exclusively liable for your clinical decisions, medical professional liability, and your use of the Products;
  2. if applicable under local laws, you are either authorized to prescribe the Product or have verified that the patient has obtained a valid prescription or order from a qualified medical professional to use the Products;
  3. you have read and understand the Product labeling, including the instruction for use, safety information, and contraindications; and
  4. you agree to provide all relevant Product-related information to patients, including Product labeling, as required by applicable laws, standard of care, and professional ethics.

Accounts and Registration. To access most features of the Products, you must register for an account (“Account”). You may not create an Account unless you are 18 years of age or older and have legal capacity to do so. If you are a parent or guardian of a child under 18 or are responsible for an adult who does not have legal capacity, then you may create an Account and allow your child or the person for whom you are responsible to access that Account under your direct supervision. You will be solely responsible for all access to and use of your Account by your child/the person for whom you are responsible. You are responsible for maintaining the confidentiality of your password or pin and you are not permitted to share or disclose your password or pin to anyone else. You are solely responsible and liable for all employees, patients or anyone you permit access to use the Products or your Account and will ensure that such persons comply with these Terms. You will be solely responsible for the activities of anyone accessing the Platform using any password or pin assigned to you, even if the individual is not in fact authorized by you. If you have reason to believe that your password or pin has been compromised or used without authorization, you must promptly change it, using the functionality provided on the Platform and notify us at [email protected].

By creating an account on the Platform, you represent to us that:

you meet any age/capacity restrictions for the Platform, and
the information you have provided during your registration, including any prescription information (“Account Information”) is true, accurate, current and complete. You will maintain and promptly update your Account Information using the functionality provided through the Platform to keep it true, accurate, current and complete.

Account Types. We designate various types of Accounts (each, an “Account Type“) under which you can create user accounts that provide different functionality to different users of the Platform. Our currently available account types are enterprise, pro and home. This is subject to change from time to time.

Purchases. If you purchase any Products, the payment terms and termination rights will be subject to your applicable Reseller agreement and the Terms of Sale.

Term

1. 1. Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Products, and ending when terminated as described below or upon termination or expiration of your Reseller agreement.
  2. Termination by Us. We reserve the right to terminate your access to the Products if you fail to comply with these Terms and Conditions or the terms of your Reseller agreement, including without limitation, failing to comply with the password restrictions or providing false Account Information. If we do so, we may also choose to delete your Account Information or remove User Content (as defined below) you have posted or uploaded to the Platform or your Account. We will not provide any refund if your Account is terminated under this section.
  3. Termination of Parent Account. If you receive access to the Products through another account (“Parent Account”), for example as a sub-account to a Medical Professional’s Account, any termination or expiration of the Parent Account will automatically terminate your Account and access to the Products. We have the right to terminate your Account after receiving instructions from the owner of the Parent Account.

Modification of the Service. Gripable reserves the right to modify or discontinue all or any portion of the Products at any time (including by limiting or discontinuing certain features of the Products), temporarily or permanently, without notice to you. Gripable will have no liability for any change to the Products, including any paid-for functionalities of the Products, or any suspension or termination of your access to or use of the Products. You should retain copies of any User Content you Post to the Platform so that you have permanent copies in the event the Platform is modified in such a way that you lose access to User Content you posted to the Platform.

1. 1. Termination by You. If you notify us that you wish to terminate your Account, we will promptly take such action as is necessary to terminate your Account. You may notify us at [email protected]. Upon such termination, we may also choose to delete your Account Information or remove your User Content immediately. We will not provide any refund if your Account is terminated under this section. If you purchase the Products through a Reseller, the Reseller agreement may change your termination rights but will not affect our termination rights. TERMINATING AN ACCOUNT OR DELETING AN ACCOUNT FROM THE PLATFORM IS DIFFERENT FROM TERMINATING YOUR COMMERCIAL RELATIONSHIP WITH US OR A RESELLER. Terminating or deleting your Account will not terminate any underlying agreement or obligations you have with the Reseller or Gripable.
  2. Effect of Termination. Upon termination of these Terms: (i) your license rights will terminate and you must immediately cease all use of the Platform; (ii) you will no longer be authorized to access your Account or the Platform; (iii) if required by the Terms of Sale, you will cease using the Products and will return them to Gripable; and (iv) Sections 11(f) (Effect of Termination), 15(b) (License to Use Your Content), 16(d) (Feedback), 21 (Warranties; Disclaimer), 22 (Limitations of Liability), 23 (Indemnity), 25 (Miscellaneous) and any terms set out in the Annex hereto will survive. You are solely responsible for retaining copies of any User Content you Post to the Platform since upon termination of your Account, you may lose access rights to any User Content you posted to the Platform. If your Account has been terminated for a breach of these Terms, then you are prohibited from creating a new Account on the Platform using a different name, email address or other forms of account verification.

Communications.

1. 1. Push Notifications. When you install our app on your mobile device, you have the option to agree to receive push notifications, which are messages an app sends you on your mobile device when you are not in the app. You can turn off notifications by visiting your mobile device’s “settings” page.

Customer support. We will contact you as required to provide operational support and service and may do so by email or telephone unless you tell us otherwise.

1. 1. Marketing contact. If you have given us your consent to do so, we may send you marketing messages or make marketing telephone calls concerning our products and services, as well as those of third parties. You may opt out of this type of contact at any time by contacting us: by email ([email protected]), by telephone using the number displayed on our website for your region or by using the opt out link in the marketing email itself. You may continue to receive calls and text messages for a short period while we process your request, including a message confirming the receipt of your opt-out request.

Privacy Policy. By agreeing to the Terms and Conditions of Use, you also agree to comply with the terms of our online privacy policy posted on the Platform (our “Privacy Policy”), which is incorporated into these Terms and Conditions and will be subject to change from time to time. Before using the Platform or any account, please carefully review our Privacy Policy.

Rights to Deidentified Data. Without limiting any rights under the Privacy Policy, we will have the right to collect, extract, compile, synthesize, and analyze non-personally identifiable data or information (information which does not relate to an identified or identifiable natural person or personal data rendered anonymous in such a manner that the data subject is not or no longer identifiable) resulting from your access to the Platform and your use and operation of the Products (“Deidentified Data”). We may use the Deidentified Data for any lawful business purpose without a duty of accounting to you, provided that the data and information is used only in an aggregated form, without directly identifying you, any user or customer, or any other entity or natural person as the source thereof. Without limiting the foregoing, we reserve the right to share Deidentified Data to selected third parties for any purpose, for example, when publishing normative data sets.

Content

1. 1. User Content. The Platform may allow you to post, upload, transmit, or otherwise make available and provide content on the Platform, including, without limitation, text, images, illustrations, prescriptions, graphics, exercises and other data, audio, video or audio-video clips, or other materials (“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Platform, subject to the licenses granted in these Terms.
  2. License to Use Your Content. By posting User Content on or through the Platform, you hereby grant us a non-exclusive, fully paid, royalty-free, perpetual, irrevocable, worldwide license (including the right to sublicense) to use, copy, publicly perform, publicly display, distribute, and create derivative works based on your User Content. You consent to our use and disclosure of your User Content as set forth in these Terms, including our Privacy Policy. You may contact us to request that your User Content be removed from the Platform. We cannot guarantee the complete deletion of your User Content and copies thereof. Back-up or residual copies of any User Content that we remove may remain on our servers after the User Content has been removed from view, and we retain all rights granted in this paragraph to all such remaining copies.
  3. User Content Disclaimer. You are responsible for all User Content you post to your account and the Platform and for adjusting the account settings that permit you to display your User Content on the Platform, where applicable. Posting content via the Internet inherently poses the risk of unintended disclosure and access by third parties to your User Content. We will make reasonable efforts to prevent your User Content from disclosure beyond the settings you select, but we cannot guarantee these settings will prevent your User Content from being viewed or accessed by unintended third parties and we will not be liable for such disclosures. We are not responsible for and do not control User Content, and, therefore, we do not guarantee the accuracy, integrity or quality of any User Content. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Gripable with respect to User Content. You understand that you may be exposed to User Content that you deem offensive, indecent or objectionable. Under no circumstances will we be liable in any way for any User Content, including, but not limited to, any errors or omissions in any User Content, settings viewing errors, or any loss or damage of any kind incurred as a result of the use of any User Content posted on or through the Platform.
  4. User Content Representations and Warranties. By posting your User Content via the Platform, you represent and warrant that:
    1. you own all right, title and interest in your User Content, or otherwise have the right to grant the license set forth in preceding paragraph;
    2. your User Content, and the posting or other use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Gripable to violate any law or regulation; and
    3. your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
  5. Rejection/Removal of your Content. You acknowledge that we have no obligation to screen User Content, but that we have the right in our sole discretion to screen, edit, refuse, or remove any User Content or portion thereof, in our sole discretion, for any reason. Without limiting the foregoing, we have the right to block, filter, mute, remove or disable any User Content that violates these Terms or is otherwise objectionable in our sole discretion, or to restrict, suspend, or terminate your access to all or any part of the Platform at any time, for any or no reason, with or without prior notice, and without liability. If you become aware of misuse of the Platform by any person, please contact us via email at [email protected].
  6. Parent Accounts. If you have an account under a Parent Account, then the owner of the Parent Account has the right to access, view, modify, add, share and delete your User Content and the rights you grant to us include the right to allow the Parent Account owner a license to copy, modify, view, share add and delete your User Content.

Ownership of the Platform; Licenses.

1. 1. Ownership. The Products are owned and operated by Gripable. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Products (“Materials”) are protected by intellectual property and other laws. All Materials included in the Products are the property of Gripable or its third-party licensors. Except as expressly authorized by Gripable, you may not make use of the Materials. There are no implied licenses in these Terms and Gripable reserves all rights to the Materials not granted expressly in these Terms. Notwithstanding the foregoing, you will own any Hardware you purchase pursuant to the Terms of Sale.
  2. Platform License. Subject to your complete and ongoing compliance with these Terms, Gripable grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any mobile or other downloadable application associated with the Platform (whether installed by you or pre-installed on your mobile device by the device manufacturer or a wireless telephone provider) on a mobile device that you own or control; and (b) access and use the Platform. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Platform; (b) make modifications to the Platform; or (c) interfere with or circumvent any feature of the Platform, including any security or access control mechanism. If you are prohibited under applicable law from using the Platform, then you may not use it.

Trademarks. The trademarks and service marks used or displayed on the Products (“Trademarks”) are registered and unregistered trademarks of Gripable and its licensors or affiliates. Your access to the Products does not constitute a license to use any Trademarks and you may not use any Trademarks displayed on the Products without the prior express written permission of Gripable or the trademark owner.

Feedback. We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Products (“Feedback”), then you hereby grant Gripable an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Products and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.

Platform Restrictions. BY USING THE PRODUCTS, YOU AGREE NOT TO:

1. access or use the Products, in whole or in part, except as expressly provided in these Terms, or as prescribed by your prescribing healthcare professional, or use the Products in violation of any local, state, national, or international laws;
2. use the Products in any other manner that could damage, disable, overburden or impair the Products;
3. use automated scripts to collect information from or otherwise interact with the Products;
4. alter, modify, reproduce, create derivative works of the Products;
5. distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of your rights to access or use the Products (except to the extent permitted by law), including, without limitation, providing outsourcing, service bureau, hosting, application service provider or on-line services to third parties, or otherwise make the Platform, or access thereto, available to any third party;
6. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other account without permission;
7. reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or method of operation of or any trade secrets embodied in the Products, except as permitted by law;
8. attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Products;
9. use the Products for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes;
10. use the Products to create a competitive product or service; or
11. interfere in any manner with the operation or hosting of the Products or attempt to gain unauthorized access to the Products.

The foregoing restrictions will not apply to any Hardware you purchase pursuant to the Terms of Sale.

Links to the Platform and RSS Feeds. We grant you permission to create hyperlinks to the home page of public pages within the Platform, provided that the hyperlink accurately describes the content as it appears on the applicable page of the Platform. You are further granted a right to implement the RSS feeds located on the Platform at https://gripable.co/ for your personal, non-commercial use, solely as described on the Platform. We reserve the right to revoke these licenses generally, or your right to use specific links or RSS feeds, at any time, with or without cause. If you wish to obtain a license to use, distribute, or otherwise feature our RSS feeds for commercial purposes, please contact us at [email protected] and request a license for commercial use. Under no circumstances may you “frame” the Platform or any of its content or copy portions of the Platform to a server, except as part of an Internet service provider’s incidental caching of pages. When a page of the Platform is accessed from a link (including RSS feeds) featured on your web Platform, each page within the Platform must be displayed in full, without any accompanying frame, border, margin, design, branding, trademark, advertising, or promotional materials not originally displayed on the applicable page within the Platform. If you wish to link to any platform other than as described herein, you must execute a separate agreement with Gripable.

Third Party Terms.

1. 1. Third-Party Services and Linked Websites. Gripable may provide tools through the Platform that enable you to export information, including User Content, to third-party services, including through features that allow you to link your account on the Platform with an account on the third-party service, such as Twitter or Facebook, or through our implementation of third-party buttons (such as “like” or “share” buttons). By using one of these tools, you hereby authorize that Gripable to transfer that information to the applicable third-party service. Third-party services are not under Gripable’s control, and, to the fullest extent permitted by law, Gripable is not responsible for any third-party service’s use of your exported information. The Platform may also contain links to third-party websites. Linked websites are not under Gripable’s control, and Gripable is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any User Content or information with such third-party services. Once sharing occurs, Gripable will have no control over the information that has been shared.
  2. Third Party Software. The Products may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Products are provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Products. If you do not agree to the modified Terms, then you should remove your User Content and discontinue your use of the Products. Except as expressly permitted in this Section 20, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.

Warranties; Disclaimer.

1. 1. Medical Disclaimers for Online Services and Website. With respect to our Platform, you understand that you are using Platform at your own risk. You acknowledge and agree that Gripable and the Platform do not provide any medical or healthcare services or advice and that the Platform is not intended to diagnose, treat, or otherwise address any medical problem. Use of the Products does not create a doctor-patient relationship. Any service, material, or information provided to you by us does not constitute, contain, and should not be interpreted as medical advice and should not substitute any professional medical advice or consultation with your healthcare provider or a Medical Professional. All information provided on Platform is provided for informational purposes only and should not be used or relied upon as a replacement for consultation with a doctor or other Medical Professional. Should you have any healthcare related questions, please consult with a Medical Professional promptly. We do not warrant that any information or content provided on or through the Platform is accurate, complete or useful to you. Any reliance you place on such information is strictly at your own risk. We assume no responsibility for any consequences relating directly or indirectly to any action or inaction you may take based upon the information or materials via the Platform, whether provided by us or a third party. SHOULD YOU HAVE AN EMERGENCY, CALL YOUR DOCTOR OR THE EMERGENCY SERVICES IMMEDIATELY.
  2. EXCEPT AS EXPRESSLY PROVIDED HEREIN, GRIPABLE HEREBY EXPRESSLY DISCLAIMS, AND YOU DISCLAIM ANY RELIANCE ON, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, OUR CONTENT, AND ALL SOFTWARE, PRODUCTS OR SERVICES DESCRIBED ON OR AVAILABLE THROUGH THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE ARE NOT RESPONSIBLE FOR ANY ACTION BY A RESELLER OR MEDICAL PROFESSIONAL RELATING TO YOUR USE OF THE PRODUCTS. YOU WILL NOT ASSERT ANY CLAIMS THAT YOU MAY HAVE AGAINST A RESELLER OR MEDICAL PROFESSIONAL AGAINST GRIPABLE.
  3. GRIPABLE MAKES NO WARRANTY: THAT THE PRODUCTS OR SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE PRODUCTS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCTS WILL BE ACCURATE OR RELIABLE; OR THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM OR THROUGH A RESELLER WILL MEET YOUR EXPECTATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GRIPABLE OR THROUGH OR FROM THE PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. WE DO NOT WARRANT THAT THE PLATFORM SERVERS, CONTENT ON THE PLATFORM, E-MAIL SENT FROM US, OR PRODUCTS OR SERVICES AVAILABLE ON THE PLATFORM, IF ANY, WILL BE FREE OF ANY HARMFUL COMPONENTS (INCLUDING VIRUSES). IN PARTICULAR GRIPABLE DOES NOT REPRESENT OR WARRANT THAT THE PRODUCTS OR SERVICES OR ANY PORTION THEREOF WILL BE APPROVED OR ACCEPTED BY ANY GOVERNMENTAL OR REGULATORY BODY OR THAT ANY SUCH APPROVAL WILL NOT BE REVOKED. GRIPABLE DOES NOT GUARANTEE ANY SPECIFIC RESULTS OF ANY USE OF THE PRODUCTS OR SERVICES OR ANY PORTION THEREOF.

Limitation of Liability

1. 1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS WE, ON BEHALF OF OURSELVES AND OUR EMPLOYEES, RESELLERS, AGENTS, SUPPLIERS, AND CONTRACTORS, EXCLUDE AND DISCLAIM LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF GRIPABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PRODUCTS OR ANY SERVICES MADE AVAILABLE BY US OR THE RESELLERS, OR OTHERWISE RESULTING FROM: (1) THE USE OR THE INABILITY TO USE THE PRODUCTS OR ANY SERVICES MADE AVAILABLE THROUGH THE PRODUCTS; (2) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS AND SERVICES RESULTING FROM ANY GOODS, CONTENT, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PLATFORM; (3) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; (5) STATEMENTS OR CONDUCT OF ANY RESELLER OR MEDICAL PROFESSIONAL; OR (6) ANY OTHER MATTER RELATING TO THE PLATFORM. YOU ASSUME TOTAL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACK UP AND VIRUS CHECKING AS YOU CONSIDER NECESSARY. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS.
  2. EXCEPT AS SPECIFICALLY PROVIDED FOR IN THESE TERMS AND CONDITIONS AND TO THE FULLEST EXTENT PERMITTED BY LAW, GRIPABLE’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS, THE PRODUCTS AND ALL SERVICES PROVIDED UNDER THESE TERMS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE CHARGES PAID BY YOU TO GRIPABLE OR THE APPLICABLE RESELLER THROUGH WHICH YOU PURCHASE THE PRODUCTS.
  3. EACH PROVISION OF THESE TERMS OF USE THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 22 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Products, and you will indemnify and hold harmless Gripable, and its subsidiaries, directors, shareholders, affiliates, officers, agents or other partners, users, and employees, from and against every claim brought by a third party, and any related liability, loss, expense or demand, including reasonable attorneys’ fees, relating to or arising out of your User Content, your use of any other User Content, your use of or connection to the Products (including any information, materials, products or services available through the Products), your violation of these Terms, your violation of any applicable laws or any rights (including intellectual property rights) of another user or third party, or any dispute or issue between you and any third party (including any medical professional providing the Products). We reserve the right, at our own expense, to assume the exclusive defense 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 defense of those claims.

Compliance with Laws. You agree to use the Products in compliance with all applicable laws.

Miscellaneous

1. 1. Jurisdiction. If you are located outside of the USA: These Terms and Conditions (and any dispute arising out of or related to them) will be governed by the laws of England and Wales. You hereby submit to the exclusive jurisdiction of the courts of England and Wales in connection with any dispute arising out of or in connection with the Terms and Conditions. If you are located within the USA: These Terms and Conditions (and any dispute arising out of or related to them) will be governed by the laws of the state of New York without regard to conflict of laws principles. You hereby submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York for resolution of any lawsuit or court proceeding permitted under these Terms and Conditions.
  2. Notice. We may send you any notices via e-mail or regular mail to the address we have on file for you. We may provide notice to you by displaying the notice on the Platform as described in these Terms. You will provide any notices to Gripable solely as directed in these Terms or in writing at the address set forth below.
  3. Assignment. You may not assign, delegate or otherwise transfer your account or your rights or obligations under these Terms. Gripable will have the right, in its sole discretion, transfer or assign all or any part of its rights under these Terms to any third party and will have the right to delegate or use third party contractors to fulfil its duties and obligations under these Terms.
  4. Severability. If any clause or provision of these Terms will be held by a court of competent jurisdiction to be invalid in whole or in part, then the remaining clauses and provisions, or portions thereof, will nevertheless be and remain in full force and effect, and the parties will promptly substitute for the invalid provision a valid and binding provision resembling the invalid provision as closely as possible in intent and economic effect.
  5. Lawyers’ fees. If any party hereto will bring any suit or action against another for relief, declaratory or otherwise, arising out of these Terms and Conditions, the prevailing party will have and recover against the other party, in addition to all court costs and disbursements, such sum as the court may determine to be reasonable attorneys’ fees.
  6. Waiver. Failure to insist upon strict compliance with any of the terms, covenants and conditions hereof will not be deemed a waiver of such terms, covenants and conditions, nor will any waiver or relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. No waiver will be valid unless in writing and signed by an authorized officer of Gripable.
  7. No Support. Except as provided herein, we are under no obligation to provide support for the Products. In instances where we may offer support, the support will be subject to published policies.
  8. Consent to Electronic Communications. By using the Products, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
  9. Entire Agreement. The Terms and Conditions of Use, Terms of Sale, Privacy Policy and any Additional Terms, constitute the entire agreement between you and Gripable and govern your use of the Products, superseding any prior agreements between you and Gripable with regard to your use of the Products. Except as expressly set forth in these Terms, these Terms may be amended or modified only by a writing signed by both parties. All waivers under these Terms must be in writing. Any waiver or failure to enforce any provision of these Terms of Use on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Questions About These Terms of Use. If you have any questions regarding these Terms of Use, please contact us by email at [email protected].

Annex

Country-specific Terms

The following terms shall apply to your use of the Products if you are located in any of the countries or regions set out below:

USA – All states

Additional Dispute Resolution and Arbitration provisions

ARBITRATION NOTICE. Except for certain kinds of disputes described in the clause below, you agree that disputes arising under these Terms and Conditions will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS AND CONDITIONS, YOU AND GRIPABLE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

Dispute Resolution and Arbitration

Generally. Except as described in Section 22(b) (Exceptions) and 22(c) (Opt-Out), you and Gripable agree that every dispute arising in connection with these Terms, the Products, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND GRIPABLE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

1. Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
2. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 22 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to Gripable Limited, Attention: Legal Department – Arbitration Opt-Out, Thornton House, 39 Thornton Road, London, SW19 4NQ that specifies: your full legal name, the email address associated with your account on the Platform, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once we receive your Opt-Out Notice, this Section 22 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 23(a) (Jurisdiction). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
3. Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) under its Comprehensive Arbitration Rules and Procedures (collectively, “JAMS Rules”) as modified by these Terms and Conditions. The JAMS Rules and filing forms are available online at www.jamsadr.com, by calling the JAMS at +1-800-352-5267, or by contacting us.
4. Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Our address for notice is: Gripable Limited, Thornton House, 39 Thornton Road, London, SW19 4NQ. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Gripable may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Gripable will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if Gripable has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the JAMS Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules and the other party may seek reimbursement for any fees paid to JAMS.
5. Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your billing address unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the JAMS Rules in the county (or parish) of your billing address. During the arbitration, the amount of any settlement offer made by you or Gripable must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
6. Arbitration Relief. Except as provided in Section 22(h) (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Gripable before an arbitrator was selected, Gripable will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
7. No Class Actions. YOU AND GRIPABLE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Gripable agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
8. Modifications to this Arbitration Provision. If Gripable makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Gripable’s address for Notice of Arbitration, in which case your account with Gripable will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

Enforceability. If Section 22(h) (No Class Actions) or the entirety of this Section 22 (Dispute Resolution and Arbitration) is found to be unenforceable, or if Gripable receives an Opt-Out Notice from you, then the entirety of this Section 22 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 23(a) (Jurisdiction) will govern any action arising out of or related to these Terms.

Additional marketing provision

YOU AGREE TO RECEIVE CALLS AND TEXTS FROM OR ON BEHALF OF GRIPABLE AT THE PHONE NUMBER YOU PROVIDE TO US. THESE CALLS AND TEXTS WILL INCLUDE CALLS/TEXTS REGARDING YOUR USE OF THE PRODUCTS AND MARKETING CALLS/TEXTS. YOU UNDERSTAND AND AGREE THAT THESE CALLS AND TEXTS MAY BE CONSIDERED TELEMARKETING UNDER APPLICABLE LAW, THEY MAY BE SENT USING AN AUTOMATIC TELEPHONE DIALING SYSTEM OR OTHER AUTOMATED TECHNOLOGY, AND YOUR CONSENT IS NOT A CONDITION OF ANY PURCHASE.

Additional provision relating to Apple

Notice Regarding Apple. This Section 25 (Notice Regarding Apple) only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Gripable only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Platform or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the Platform. If the Platform fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the mobile application to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Platform. Apple is not responsible for addressing any claims by you or any third party relating to the Platform or your possession and/or use of the Platform, including: (1) product liability claims; (2) any claim that the Platform fails to conform to any applicable legal or regulatory requirement; or (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Platform and/or your possession and use of the Platform infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Platform. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms and Conditions, and upon your acceptance of these Terms and Conditions, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms and Conditions against you as a third-party beneficiary of these Terms and Conditions. You hereby represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

USA – California

Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Platform or to receive further information regarding use of the Platform.