TERMS OF SERVICE
Dated: February 12 2025
INTRODUCTION AND DEFINITIONS
Welcome to Cronometer! The following terms and conditions of use and end user license agreement (the “
Terms
”) constitute an agreement between you, or if you are under the age of majority in your local jurisdiction, your parent or legal guardian (collectively, “
user
”, “
you
” or “
your
”) and Cronometer Software Inc. and its affiliates and subsidiaries (collectively, “
Cronometer
”, “
our
”, “
us
” or “
we
”). These Terms govern your use of and access to the Site, Services and/or Content (each as specified below) and are a legally binding agreement between you and Cronometer.
“
Content
” means any expression fixed in a tangible medium and includes, without limitation, ideas, text, comments, video, audio, images, graphics, designs, drawings, animations, logos, trademarks, copyrights, information, data, software, scripts, executable files, recipes, workouts, likes, activities, maps, routes, nutritional information and data, and any intellectual property therein, any of which may be created, submitted, or otherwise made accessible on or through the Site and/or Services.
“
Cronometer Content
” means all Content that is not User Generated Content.
“
Services
” means all services accessed through the Site.
“
User Generated Content
” or “
UGC
” means any material whatsoever that a user, including you, submits, creates, transfers or otherwise makes available by access to the Site or through the Services, including but not limited to messages, information, images, data or in-media screen shots, video, audio or other Content posted in any public or private area within the Site or through the Services.
“
Site
” means cronometer.com its subdomains and/or Cronometer’s mobile applications.
NO WARRANTIES AND USER RESPONSIBILITY
PLEASE READ THIS SECTION CAREFULLY. BY USING THE SERVICES, YOU ACKNOWLEDGE AND ACCEPT THESE RISKS.
To the fullest extent permitted by law, your use of the Site, Services, and any linked sites is at your own risk. The Services are provided on an
“as is” and “as available”
basis, without any express or implied warranties of any kind, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement, security, accuracy, or completeness. We do not warrant or guarantee that the Site or Services will be uninterrupted, error-free, or free from viruses or other harmful components. We disclaim any responsibility for inaccuracies, errors, or service failures.
You acknowledge and accept that:
1.
Reliance on Content
– Any information, advice, or materials provided through the Services, including but not limited to nutritional data, are for informational purposes only. You are solely responsible for evaluating their accuracy, completeness, and applicability to your needs.
2.
Inherent Risks
– The use of online services and digital content carries inherent risks, including but not limited to data inaccuracies, service interruptions, and reliance on user-generated content.
Users assume all risks associated with their use of the Services and any third-party interactions.
3.
No Healthcare or Medical Advice
- The Content and Services provided through the Site are for informational purposes only and do not constitute medical, healthcare or wellness advice or a substitute for consultation with a qualified medical practitioner or healthcare provider. You should consult a licensed healthcare professional before making any decisions based on information obtained from the Site.
4.
Third-Party Interactions
– The Site may feature third-party content, professionals, or links. We do not control or endorse these professionals' qualifications, advice, or services.
Any interactions or services are solely between you and the professional, and we disclaim all liability arising from such interactions.
5.
Independent Status and Responsibilities of “Pros”
– If you are a Professional using the Services with Clients, you acknowledge that:
a) You are an independent user and not an employee, agent, or representative of Cronometer.
b) You are solely responsible for your use of the Services, including any advice or guidance provided to your Clients.
c) You must ensure your Clients understand that the Services are informational tools, not replacements for professional medical or healthcare advice.
d) You must not misrepresent the capabilities or reliability of the Services when consulting with Clients.
e) You assume all liability for any claims brought by your Clients related to your use of the Services.
By continuing to use the Services, you
voluntarily assume all risks associated with such use and agree that Cronometer shall not be liable
for any damages arising from these risks.
This disclaimer applies to you and your heirs, successors, and assigns and remains in effect even after your use of the Site or Services ends.
This provision shall apply to the maximum extent permitted by law and does not waive rights that cannot be lawfully excluded.
ACKNOWLEDGEMENT
By accessing and using the Site, Services or Content, you acknowledge that you have read and understood this section, and that you agree to these terms voluntarily and without reliance on any representations made by the Releasees.
WHO CAN USE CRONOMETER
The Site, Services and Content are not intended for and should not be used by Children under the age of 13.
If you are 13 years of age or older but under the age of majority in your local jurisdiction, your parent or legal guardian must permit you to access the Site, Services and/or Content (each a “
Permitted Minor
”).
If you are not a Permitted Minor, you are not permitted to access or use the Site, Services and/or Content and you must exit the Site, cease using the Site, Services and/or Content immediately until your parent or legal guardian has accepted these Terms.
ACCEPTANCE OF THESE TERMS AND REVISIONS
You should carefully review these Terms and
Privacy Policy
as they are a legally binding agreement between you and Cronometer, if you do not agree with them, you are not permitted to access or use the Site, Services and/or Content and you should exit the Site, cease using the Site, Services and/or Content immediately and, if you have downloaded or installed any of the Content on to your devices, uninstall the Content from such devices immediately.
Accessing the Site, submitting information to us (regardless of whether you register an account with us) or downloading, installing or using any of the Content or Services constitutes your agreement to these Terms and you consent to the collection, use and disclosure of information as described in these Terms and our Privacy Policy which is incorporated into and forms a part of these Terms. If you do not agree to these Terms you must not submit information to or register an account with us, access the Site or download, install or use any of the Content or Services.
We reserve the right, acting in our sole discretion and at any time, to revise these Terms, including the Privacy Policy. We will give you notice of such revisions by posting the revisions to the Site. It is your responsibility to ensure that you are aware of the current Terms when you access or use the Site, Services and/or Content. If you or a Permitted Minor continue to access or use any of the Site, Services and/or Content after any revisions to these Terms are posted you and/or the Permitted Minor will be deemed to have accepted those revisions.
HARDWARE, SOFTWARE AND CONNECTIVITY
You are responsible for maintaining an account with any social networking service through which you connect to the Site, Services and Content, necessary to connect to the Site, Services and Content, and you are responsible for any fees, including internet connection, mobile data services and similar third party fees that you incur when accessing the Site, Services and/or Content.
1. USE OF SERVICES AND YOUR ACCOUNT
Cronometer requires that all users of the Site, Services and/or Content adhere to these Terms. Please note that each user that is 13 years of age or older but under the age of majority in their local jurisdiction must become a Permitted Minor by having their parent or legal guardian accept these Terms on their behalf and take full responsibility for compliance with these Terms by all persons who access or use the Site, Services and/or Content and for whom they are legally responsible.
By accessing or using the Site, Services and/or Content and/or permitting access to the Site, Services and/or Content to a Permitted Minor, and/or by clicking a box or button, or allowing a Permitted Minor to click a box or button, that states that you accept or agree to these Terms, you confirm your acknowledgment and acceptance of these Terms and you hereby guarantee that such Permitted Minor shall adhere to these Terms.
If you are a Permitted Minor or otherwise under the age of majority in your local jurisdiction, you represent and warrant that your parent or legal guardian has accepted these Terms and has guaranteed your adherence to these Terms.
a)
User Accounts and Security
In order to access certain features of the Site, Services and/or Content, you may be required to register an account (the “Account”) through the Site or Services. When registering or updating your Account, you must provide accurate and complete personal information, including your e-mail address and, if applicable, payment information, to create a username and password (collectively, the “Login Information”). By providing your e-mail address, you consent to Cronometer contacting you via that address. Your Login Information will be securely retained and used in accordance with Cronometer's
Privacy Policy
. You agree to promptly update your Login Information if any changes occur.
You are solely responsible for maintaining the confidentiality of your Login Information and restricting access to your computer or other media devices. You agree to accept full responsibility for all activities under your Account, including any purchases, whether or not you have authorized them. Except for Pro Users (as defined below), you may not share your Account or Login Information with anyone else. If you suspect unauthorized use of your Account or any security breach, you must notify us immediately at
support@cronometer.com
. Please note, Cronometer is not liable for unauthorized access to your Account, even if you have notified us.
Cronometer employs robust measures to protect your User Generated Content and Account security. However, we cannot guarantee that unauthorized third parties will not breach these security measures. For your protection, we strongly advise logging off and closing the Cronometer application or webpage at the end of each session, especially when minors (“
Permitted Minors
”) are involved.
b)
Pro Accounts
Cronometer provides specialized accounts for health professionals (“
Pro Users
”) who offer health services to users (“
Clients
”) through a “
Pro Account
.” Each Pro Account allows Pro Users to view and manage Clients’ Accounts (where the user is a Client of the Pro User). By accepting an invitation from a Pro User, a Client consents to the Pro User having access to their Account with rights that are substantially equivalent to the Client’s own rights over their Account information. This includes the ability to view, add, delete, modify, and comment on the Client’s information, subject to a few exceptions outlined below. Client Accounts and Pro Accounts remain distinct, but where a user accepts an invitation from a Pro User, the Pro User has the ability to access and manage that user’s data.
Pro User's
rights exclude actions such as permanently closing a Client’s Account or modifying Login Information. These actions remain solely within the Client’s control. Pro Users may take actions solely for the purposes of providing health services or managing Client data in accordance with these Terms.
Clients acknowledge that it is their sole responsibility to verify that any Pro User they engage through Cronometer holds the necessary licenses, certifications, and qualifications required to provide health services. Cronometer disclaims all liability for any actions, omissions, or qualifications of any Pro User.
Pro Users may allow authorized staff members (“
Authorized Staff
”) to access Client Accounts. Pro Users are solely responsible for ensuring that Authorized Staff access, view, manage, and use Client Account information in compliance with these Terms. Authorized Staff may access Client Account information solely for the purposes of providing health services or managing Client data in accordance with these Terms. Pro Users must ensure that Authorized Staff comply with these Terms and maintain the confidentiality and security of Client information. Any misuse or unauthorized access by Authorized Staff will be deemed the responsibility of the Pro User.
When a Client shares their Account with a Pro User, the Client consents to the Pro User and any Authorized Staff having access to view and manage the Client's Account information, including the rights to view, add, delete, modify, and comment on the Client’s data.
c)
User Names
Your user name may be publicly visible in certain areas of the Site, Services and/or Content. For this reason, you should avoid choosing a user name that could compromise the security of any of your personal information. We reserve the right to reject and/or remove any user name and to require you to choose a different user name at any time, for any reason, and acting in our sole and absolute discretion, including but not limited to a third party claim that the user name violates its rights. You agree that you will not select or use a user name that is the name of, or makes reference to, another person or entity for the purposes of impersonating that person or entity or for falsely creating the appearance that you are associated with the person or entity. Furthermore, you agree that you will not select or use a user name: (i) in which another person or entity has legal rights unless you have that person or entity’s express permission to do so; or (ii) that a reasonable person would consider to be offensive.
d)
Accessing your Account(s)
Each time that you and/or a Permitted Minor log into and access an Account, you represent and warrant that:
(i) you are the person who registered the Account or are a Permitted Minor of such person;
(ii) all of the personal information registered in connection with the Account is current, complete and accurate;
(iii) you and/or the Permitted Minor are accessing the Site and using the Services and Content solely for lawful purposes and in strict compliance with these Terms;
(iv) you and/or any Permitted Minor are accessing the Site, Services and/or Content solely for your own personal, non-commercial purposes;
(v) you are not, and are not acting on behalf of, any competitor or prospective competitor of Cronometer or its affiliates or subsidiaries;
(vi) you and/or any Permitted Minor are not accessing the Site, Services and/or Content for the purposes of any dispute or litigation involving Cronometer or its affiliates or subsidiaries; and
(vii) you and/or any Permitted Minor are not accessing the Site, Services and/or Content for any illegal purpose or to advertise, solicit or communicate with other users for any commercial purpose.
e)
Updates and Discontinuance of Site or Services
You acknowledge and agree that the Site, Services and Content are under continual development and may include public patches and/or updates, which are generally available to all users, or private patches and/or updates which are available to a smaller number of users for testing and feedback before being made generally available. You further acknowledge and agree that you may be required to accept public patches and updates to the Site, Services and/or Content from time to time in order to continue to access the Site, Services and/or Content and your related Account(s). You acknowledge and agree that Cronometer may update, modify, patch and/or discontinue any aspect of the Site, Services and/or Content, by remotely installing updates and patches or otherwise, without your consent or approval and with or without prior, or any, notice to you and that the Terms apply to those updates and modifications. We do not have any obligation to provide updates or modifications or to continue to provide particular Services.
You acknowledge that it may be necessary for you to update or upgrade third party software, hardware and devices from time to time in order to continue to access and use the Site, Services and/or Content and your related Account(s). Cronometer reserves the right to modify or increase the system specifications necessary to access and use the Site, Services and/or Content at any time and without notice and you are responsible for purchasing any necessary additional technology, systems or services in order to continue to access and use the Site, Services and/or Content and/or your related Account(s) in the event of any change in the system specifications.
Cronometer reserves the right, at any time and without notice or liability to you, to update, modify and/or reset certain parameters of the Site and/or Services any of which may impact the status, progress or achievements of items or features under your control or associated with your Account(s).
f)
Changes to Cronometer
Cronometer reserves the right, acting in its sole discretion and with or without prior notice to you, to do any of the following:
(i) modify, suspend or terminate operation of, or access to, any portion, features or functions of the Site, Services and/or Content including, but not limited to, hours of availability, geographical availability and applicable policies or terms;
(ii) make changes to any fees or charges, if any, related to your use of the Site, Services and/or Content;
(iii) make changes to the equipment, hardware or software required to use and access the Site, Services and/or Content; and
(iv) interrupt the Site, Services and/or Content, or any portion thereof, as necessary to perform routine or non-routine maintenance, error correction or other modifications.
g)
Service Monitoring and Suspension
Cronometer may monitor, terminate or suspend your Account or our Services at any time.
Cronometer may immediately, and without prior notice, terminate your ability to access the Site, Services and/or Content or portions thereof for any reason including, without limitation: (i) if you or any Permitted Minor violate or otherwise fail to strictly comply with any term or provision of these Terms, (ii) if we have determined that your use has created or potentially created risk or legal exposure for Cronometer, or (iii) in response to requests by law enforcement or other government agencies. Upon termination of these Terms for any reason, you must cease use of your Account(s), cease accessing the Site and Services and promptly destroy all electronic and other copies of all Content, including all related documentation.
You acknowledge and agree that any termination or suspension of your Account may be made by us in our sole discretion and that we shall not be liable to you or any third-party for any termination or suspension of your Account, your access to the Site, Services or Content or for the removal of any of the materials uploaded or contributed by you to the Site.
h)
Consent to Receive Communications
You consent to receive electronic communications from Cronometer either in the form of email sent to you at the email address listed on your Account or by communications posted on the Site. You acknowledge and agree that any electronic communication in the form of such email or posting on the Site shall satisfy any legal requirement that such communication be in writing.
Upon registering an Account, you may receive email communications regarding the operations of our Services. You cannot opt out of receiving these communications while you continue to use our Services. You may also receive promotional emails while you use our Services. You can opt out of these emails at any time by using the unsubscribe feature located in the footer of such email or by managing your Account settings accordingly. You may also receive messages and other electronic communications from other users. You can manage the communications you receive from other users in our Services by managing the settings on your Account(s).
i)
Data Collection and Ownership
Cronometer may collect data which is anonymous and associated with your computer, mobile device, and/or media system platform and which includes, but is not limited to, your city, actions you take within and outside the Services, your hardware/software/firmware, the browser you use, the date and time of your use of the Services, your in-media time, activities, purchases, badges, and in full compliance with HIPAA and Privacy laws, and on an aggregated and anonymous basis, your diary entries, data and notes, recipes, targets and profile (“
Usage Data
”). You agree that your contribution to the Usage Data will be owned by Cronometer without providing compensation to you or any other person and without any liability whatsoever.
j)
Security Reporting
Cronometer accepts third-party reports of security issues, within certain limits. Please read our
Bug Bounty and Security Reporting Terms
before conducting any security research regarding Cronometer.
2. PAYMENT TERMS -PREMIUM SERVICES (Gold and Professional Editions)
If you choose to subscribe to any of our premium Services, these are the payment and billing terms that apply. Paid services and billing will auto-renew unless you cancel. You may cancel at any time.
a)
Payment Terms
We offer certain premium versions of the Services (e.g. Gold Edition and Professional Edition) (the “
Premium Services
”) for a fee. By subscribing for any of the Premium Services, you agree to our Terms, and any additional terms and conditions that are provided here.
The Premium Services provide you access to certain enhanced services, features and functionality (including, for example, a free mobile app, enhanced trends and analysis, an ad-free browsing experience, the ability to link accounts with friends, and our “Ask the Oracle” which recommends best food for nutrients and priority support). By subscribing for and using the Premium Services, you agree to pay any fees or other incurred charges that apply to the Premium Services (such as subscription fees). When you subscribe for the Premium Services, you must designate and provide information about your preferred payment method (“
Payment Method
”). This information must be complete and accurate, and you are responsible for keeping it up to date. You hereby expressly authorize us to collect from your Payment Method the appropriate fees charged for the Premium Services and for any other purchases you elect to make via the Premium Services. You can choose to pay for the Premium Services on a monthly, biannual or annual basis. All fees due for the Premium Services are payable in advance, and will be billed automatically to the Payment Method at the start of the monthly, biannual or annual Premium Service period, as applicable. Unless otherwise stated, Premium Services will auto-renew until you elect to cancel your access to Premium Services.
When you provide any payment account information to Cronometer, you represent to Cronometer that you are the authorized user of that payment account.
b)
Termination and Cancellation of Premium Services
If you do not pay the fees or charges due for your use of the Premium Services, we may make reasonable efforts to notify you and resolve the issue; however, we reserve the right to disable or terminate your access to the Premium Services with or without notice to you.
You may cancel your subscription to the Premium Services at any time through your Account settings or by submitting a cancellation request to us via email at: support@cronometer.com. The cancellation of a Premium Service will go into effect at the end of your current billing cycle, and you will have the same level of access to the Premium Service through the remainder of such billing cycle. For example, if you are billed on a monthly basis and cancel during a given month, you will be charged for the entirety of that month and maintain access to the Premium Service through the end of that month.
There are no refunds for termination or cancellation of your Premium Service. Cronometer reserves the right, but without any obligation, to review its no refund policy upon request and on a case by case basis.
c)
Fee Changes
To the maximum extent permitted by applicable laws, we may change the fee we charge for Premium Services at any time. We will give you reasonable notice of any such pricing changes by posting the new prices on or through the applicable Premium Service and/or by sending you an email notification. If you do not wish to pay the new fee, you can cancel the applicable Premium Service prior to the change going into effect.
d)
Refunds, Renewal and Cancellation
When you sign up for a recurring subscription, membership or other ongoing Services, you have the right to cancel the recurring arrangement in writing within seven (7) calendar days after you first entered into the recurring arrangement and you will receive a full refund of any fees paid within thirty (30) days. If however, you access, download, install or use the Services related to the recurring arrangement, you lose your right to withdraw from or cancel the recurring arrangement and your fees are non-refundable. The period for any auto-renewal or recurring arrangement will be the same as the period you originally ordered unless otherwise disclosed to you at the time of purchase. The charges made in connection with any auto-renewal or recurring arrangements will also be at the same rates as were in effect at the time of your original order unless we give you prior notice of any change to such charges before such charges are made for any subsequent renewal period. If you cancel an auto-renewal or recurring arrangement after the seven (7) day cancellation period or after you have accessed, downloaded, installed or used the Services you ordered, you will not be entitled to a refund and the cancellation will be effective at the end of the then current recurring period unless you request an earlier termination date in writing. Cancellation requests must be submitted by email to Cronometer at:
support@cronometer.com
e)
Gift, Discount or Coupon Codes
If you have received a gift, discount or coupon code (a “
Code
”) to a Premium Service, the following terms and conditions apply in addition to the terms and conditions of the specific Code. To redeem a Code, log in to the applicable edition and enter the applicable Code in the subscription process. All Codes can only be applied to Accounts that are not already subscribing to Premium Services. Codes cannot be exchanged, refunded or redeemed for cash or payment of Accounts. You are responsible to use a Code before it expires and expired Codes cannot be refunded or extended. You are also responsible for cancelling or terminating the Premium Service before the end of the free or a discounted period if you do not want to continue with the Premium Service at the regular price. Cronometer may cancel Codes at any time without any liability or responsibility to compensate the Code holder whatsoever.
f)
Promotional Accounts
You acknowledge that we may, but are not obligated to, offer certain accounts on a trial and/or promotional basis (a “
Trial Account
”). You further acknowledge and agree that we may limit the number and usage of such accounts in our sole and absolute discretion. If you have acquired a Trial Account, you agree that we may solicit your Feedback (defined below) concerning your use of the Site and/or Services and your user experience. Trial Accounts may have limited access to the Site, Services and/or Content. In order to obtain full access to the Site, Services and/or Content, you may be required to purchase and/or subscribe to certain Services.
3. PRIVACY
a)
Your Privacy
Our Privacy Policy explains how we collect, use and disclose information that pertains to your privacy. The Privacy Policy forms part of the Terms with you and is incorporated herein. For full details, please refer to our
Privacy Policy
. By providing personal information via the site you agree that we will collect, use and disclose your personal information as is necessary to operate the Site, Services and/or Content and to manage the Privacy Policy and these Terms.
You acknowledge and agree that by providing Cronometer with any personal or proprietary user information through the Site, Services and/or Content you consent to the transmission of such personal or proprietary user information over international borders as may be necessary for processing in accordance with Cronometer’s standard business practices. You should be aware that Linked Sites (defined below) and any third party services which you may use to access the Services may contain transmission of personal data provisions and be subject to privacy policies that differ from Cronometer’s Privacy Policy. Cronometer is not responsible for the policies of, or for the storage, handling or transmission practices or treatment of your personal information by Linked Sites and expressly disclaims any and all liability related thereto.
4. CONTENT OWNERSHIP AND USE
a)
Trademarks, Logos and Cronometer’s Branding
The trademarks, logos, signs, symbols, images and brands (“
Marks
”) displayed on the Site are the property of Cronometer and/or our partners and third party licensors. You are prohibited from using any Marks for any purpose including, but not limited to, use as metatags on other pages or sites on the Internet without the written permission of Cronometer or such third party which may own the Marks, which permission may be withheld in the sole discretion of the owner of the relevant Marks. All Content available on or through the Site and/or Services is protected by copyright and/or other intellectual property laws. You are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or using any Content for commercial and/or public purposes.
b)
Ownership of User-Generated Content
You acknowledge that you are responsible for the User-Generated Content that you submit, upload, post or otherwise make available on or through the Site and/or Services, and that you, and not Cronometer, have full responsibility for each such submission you make, including its legality, reliability, appropriateness, and ownership or rights to all trademark, copyright and other intellectual property rights. Before creating User-Generated Content, you must ensure that you either own all intellectual property rights or are otherwise in a position to grant a license (defined below) to Cronometer.
c)
Suggestions and Feedback
You agree that any and all creative ideas, concepts, notes, drawings, suggestions, feedback or other information that you may provide to Cronometer, whether solicited or unsolicited, as a user or otherwise, (“
Feedback
”) will be owned by Cronometer, without providing compensation to you or any other person and without any liability whatsoever, including all intellectual property rights therein and you agree to and hereby irrevocably assign all intellectual property rights throughout the world and in perpetuity in and to the Feedback to Cronometer and waive all moral rights you may have therein. Upon request from Cronometer and at Cronometer’s expense, you will fully cooperate and assist with, execute and deliver all further documents to enable Cronometer to document, acquire, apply for, prosecute, perfect or enforce any intellectual property rights in the Feedback. If for any reason Cronometer is unable to secure any necessary documentation from you to effect the foregoing further assurances, then you irrevocably designate and appoint Cronometer and its duly authorized officers and agents, as agent and attorney in fact, to act for and on your behalf for the purpose of documenting, acquiring, applying for, prosecuting, perfecting or enforcing such intellectual property rights in the Feedback.
Feedback may be posted on our Forums under “Feature Requests” or submitted via email at:
support@cronometer.com
.
d)
User-Generated Content Retention
You acknowledge and accept that when you make something publicly available on the Internet, it becomes practically impossible to take down all copies of it in the future.
Following termination of your Account, or if you remove any User-Generated Content from the Services, we may retain your User-Generated Content for a commercially reasonable period of time for backup, archival, or audit purposes, or as otherwise required or permitted by law. Furthermore, Cronometer and its users may retain and continue to use, store, display, reproduce, share, modify, create derivative works, perform, and distribute any of your UGC that otherwise has been stored or shared through Cronometer. Accordingly, the license to your UGC below continues even if you stop using the Services. When you post something publicly, others may choose to comment on it, making your UGC part of a social conversation. For more information, please review our
Privacy Policy
.
e)
Limited End User License
Subject to your strict compliance with these Terms and all applicable law, Cronometer hereby grants you a limited, revocable, non-exclusive, personal, non-transferable license, without the right to sublicense, to access and use the (i) Site, and (ii) Services which you have downloaded, installed, purchased or subscribed for, as applicable, on a single computer, mobile device or media platform (“License”). You shall not acquire any ownership rights in the Cronometer Content or in any of the Services or the Site. Except as expressly permitted under these Terms you will have no rights to, either directly or indirectly, own, use, loan, sell, rent, lease, license, sublicense, assign, copy, translate, transmit, modify, adapt, enhance, improve, create any derivative works from the Site, and/or Services, disclose any part or feature of the Site, and/or Services that Cronometer has not publicly disclosed, or to display, distribute, publicly perform or any other way exploit, the Site, Services or the Cronometer Content in whole or in part. You acknowledge and agree that we may modify, suspend or remove any Content or features of the Site, and/or Services at any time.
For further certainty, you hereby acknowledge and agree that the nutrition data and information made available to you under the License is Cronometer’s exclusive property and is of essential value to Cronometer and you shall not aggregate and/or republish, in whole or in part, any of the nutrition data and information.
f)
End-User License Term
The term of your License commences on the date of your acceptance of these Terms and shall end on the earlier date of your or Cronometer’s suspension or termination of your Account. Your License shall terminate immediately, automatically and without notice if you attempt to circumvent any technical protection measures used in connection with the Site and/or Services or you otherwise breach these Terms.
g)
Grant of License in User-Generated Content to Cronometer
In exchange for your access to and use of the Site and/or Services, and to the extent that your UGC gives rise to any copyright or other intellectual property right, you agree to and hereby grant Cronometer an exclusive, perpetual, irrevocable, fully transferable and sub-licensable worldwide right and license to exploit your UGC in any way and for any purpose in connection with the Site and/or Services, including without limitation, the right to reproduce, copy, adapt, modify, perform, display, publish, broadcast, transmit, or otherwise communicate to the public by any means whether now known or unknown and distribute your UGC without notice or compensation to you of any kind for the whole duration of protection granted applicable intellectual property rights under applicable laws and international conventions. In addition, you agree to and hereby irrevocably waive your moral rights to any and all UGC. The license granted to Cronometer hereunder and the waiver of moral rights above will survive any termination of these Terms.
5. INTELLECTUAL PROPERTY RIGHTS
a)
Cronometer’s Intellectual Property
Cronometer’s trademarks, service marks, names, logos and domain names (collectively, our “IP”), and the look and feel of the Site are our property. All right and title in and to the IP is and will remain the property of Cronometer and your access to the Site and use of the Services is subject to the Terms, including the License.
In using our IP, you must not:
(i) display our IP in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by Cronometer, or that can be reasonably interpreted to suggest editorial content has been authored by, or represents the views or opinions of, Cronometer or Cronometer’s personnel;
(ii) display our IP on your site if your site contains or displays adult content or promotes illegal activities, gambling, or the sale of tobacco or alcohol to persons who are under the age of majority in their local jurisdiction;
(iii) display our IP as the most prominent element or the Cronometer logo as the largest logo (except as displayed in the image itself) on any page of your site;
(iv) use our IP to disparage Cronometer or our Services or display our IP in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to Cronometer;
(v) display our IP on a site that violates any law or regulation; or
(vi) remove, distort or alter any element of any of our logo or any of our trademarks (this includes squeezing, stretching, inverting, discoloring, etc.).
b)
Third Party Intellectual Property Rights
You represent and warrant that all User-Generated Content of any kind that is uploaded to or transmitted through the Site, and/or Services will not violate or infringe upon the rights of any third party including, but not limited to, any trade secret, copyright, trademark, trade dress, patent, privacy, confidentiality or other personal or proprietary rights of any such third parties. You further represent and warrant that your use of any user names attached to your Account will not violate or infringe upon the trademark, trade dress or other proprietary rights of any third party. Without limiting any other rights and remedies of Cronometer, Cronometer may suspend the operation and use of any user names where it determines that the continued use of the user name will infringe on the personal, privacy or proprietary rights of any third party. Cronometer may terminate the Account of any user who utilizes the Site, and/or Services to unlawfully publish, transmit, link or otherwise provide access to copyrighted material without a valid license, the express consent of the copyright owner or a fair dealing or fair use exemption (or equivalent under applicable law) and the user shall have the burden of establishing the same to the satisfaction of Cronometer, acting in its sole discretion.
c)
Alleged Copyright Infringement Policy
It is Cronometer’s policy to respond to notices of alleged copyright infringement that are made in compliance with the United States Digital Millennium Copyright Act of 1998 (the “DMCA”). If you wish to provide notice of alleged copyright infringement, you must provide the necessary information in the form required by 17 U.S.C. Section 512 (c) and in accordance with the provisions set out below. Cronometer may, in its sole and absolute discretion, terminate or suspend access to the Site, and/or Services or any portion thereof, and/or cancel the Account of any user who repeatedly infringes or who is repeatedly alleged to have infringed the copyright or other intellectual property rights of third parties. Cronometer accommodates and does not interfere with standard digital rights management and other technical measures employed by copyright owners to protect their proprietary materials.
Cronometer requires all notices of alleged copyright infringement (a “Copyright Notice”) to be in writing and delivered via regular mail, e-mail or fax to Cronometer or its agent in order to enable us to review and respond to your complaint as efficiently as possible while maintaining compliance with applicable laws. If you are providing a Copyright Notice under the DMCA, you must provide the detailed information outlined below. You should also be aware that, under the DMCA, you could be held liable for damages (including any costs and attorney’s fees) if you materially misrepresent that material or activity is infringing your copyright. If you are not certain whether the material or activity about which you are complaining infringes your copyright, you should obtain competent legal advice. If you are not subject to the laws of the United States or the infringing content is not hosted in the United States, the DMCA may not apply. If you are not certain whether the DMCA applies, you should obtain competent legal advice. The full text of the DMCA is available from the United States Copyright Office website at:
http://www.copyright.gov
.
COPYRIGHT INFRINGEMENT NOTICE
Step 1: Create a written Copyright Infringement Notice document using this format.
Section 1: Identify your original work. Identify the copyrighted work that you claim is being infringed. In the case of online content, include the website URL where an authorized copy of your copyrighted content is located. If the copyrighted work is not available online, include a hard copy of the work and proof of the existence and your ownership of the copyright in the work (e.g. your copyright registration).
Section 2: Identify the infringing content. Identify the website URL where a copy of the allegedly infringing material is located. Provide the individual URL(s) of each relevant web page and if necessary the location of the text or content.
Section 3: Your Direct Contact Information
Name:____________________________________
Address:____________________________________
Phone Number:____________________________________
E-Mail:____________________________________
Section 4: Include the following statement:
“I have a good faith belief that use of the copyrighted materials described above in Section 1 on the web pages identified above in Section 2 is not authorized by the copyright owner, its agents, or the law and therefore infringes the copyright owner’s rights. I hereby request that you forthwith remove or disable access to the identified copyrighted materials on the identified web pages.”
Section 5: Include the following statement:
“I certify, under penalty of perjury, that the information in this notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive intellectual property right that is allegedly being infringed.”
Section 6: Sign & Date
Name:____________________________________
Signature:__________________________________
Date:___________________________
Step 2: Mail, e-mail or fax the written Copyright Notice document to us.
Please note that the document must be dated and signed with your physical or electronic signature.
By Mail:
Cronometer Software Inc.
Attn: President
C/O LAWSON LUNDELL LLP
1600 – 925 West Georgia Street
Vancouver, BC Canada
V6C 3L2
By E-Mail:
support@cronometer.com
Cronometer will comply with Canadian copyright law by forwarding the notice to the user(s) and then inform the copyright owner once this has been done, and in addition Cronometer may, acting in its sole discretion, notify a user that it has removed or disabled access to allegedly infringing material by means of: (a) a general notice on the Site; (b) an e-mail to a user’s e-mail address in Cronometer’s records; (c) and/or by written communication to the physical address in Cronometer’s records. Please note that pursuant to Canadian copyright law a copy of any Copyright Notice (including your personal information) shall be provided to the user who allegedly provided the infringing content.
Counter Notice to Restore Removed Content
If you are a user and receive notice that your UGC is alleged to infringe the copyright or other intellectual property rights of a third party, you may provide a response in writing to Cronometer that contains the following:
a) a detailed description of the allegedly infringing material that has been removed or disabled, together with the specific location of the web pages containing the material before it was removed or disabled;
b) the following statement from you:
“I certify, under penalty of perjury that I have a good faith belief that the materials described herein have been removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled";
c) your full name, physical address and telephone number;
d) the following statement from you:
“I hereby consent to the jurisdiction of the courts of competent jurisdiction for the judicial district in which the physical address I have provided is located or, if such physical address is located outside of the United States, then I hereby consent to the jurisdiction for any judicial district in which Cronometer may be found or, failing that, the judicial district for Seattle, Washington, United States of America, and I will accept service of process from the party who provided the DMCA Copyright Notice of the allegedly infringing material or an agent of such party.”; and
e) your physical or electronic signature and the date of such signature.
6. COMMUNITY GUIDELINES
a)
Interactive Areas
Some of the Services we provide include forums (the “Interactive Areas”). You are solely responsible for your use of the Interactive Areas and for User-Generated Content. The Interactive Areas are often public and any User-Generated Content produced in the Interactive Areas may remain public. We may, but do not always, monitor these Interactive Areas and take no responsibility for the User-Generated Content in the Interactive Areas.
We assume no responsibility for loss or damage as a result of interaction with other users or community members in Interactive Areas. You agree to take responsible precautions in all interactions with other users or community members in the Interactive Areas. We are under no obligation to become involved in any disputes between users or community members, but may do so at our sole discretion.
b)
No Obligation to Monitor User-Generated Content
Cronometer is under no obligation to review any User-Generated Content whatsoever, posted in any Interactive Areas or private areas within the Site and/or Services by you or any other community members and assumes no responsibility or liability relating to any such User-Generated Content. Notwithstanding the above, Cronometer may from time to time monitor, and/or engage a third party to monitor, the User-Generated Content.
c)
Prohibited Conduct
It shall be a material violation of these Terms for you and/or any Permitted Minor to post or attempt to post any User-Generated Content that contain or represent any of the following, as determined by Cronometer acting in its sole discretion:
(i)
Harassment and Abuse
:
Do not engage in or promote harassment, bullying, or abuse of any kind. This includes offensive, defamatory, or threatening language.
(ii)
Discrimination
:
Do not post content that discriminates against individuals or groups based on race, ethnicity, national origin, religion, gender, sexual orientation, disability, or any other characteristic.
(iii)
Personal Information
:
Do not share personal information of others without their explicit consent. Respect the privacy of other users.
(iv)
Cybersecurity Threats
:
Do not engage in activities that compromise the security or privacy of our users, such as hacking, phishing, or spreading malware.
(v)
Illegal Activities
:
Do not use our platform to engage in or promote illegal activities, including but not limited to fraud, drug trafficking, and human trafficking.
(vi)
Intellectual Property Violations
:
Respect the intellectual property rights of others. Do not post content that infringes on copyrights, trademarks, or other proprietary rights.
(vii)
Hate Speech
:
Do not post content that promotes violence or hatred against individuals or groups based on race, ethnicity, national origin, religion, gender, sexual orientation, disability, or any other characteristic.
(viii)
Violence and Threats
:
Do not post content that threatens or incites violence against individuals or groups.
(ix)
Self Harm
:
Do not post content that encourages or promotes self harm or suicide.
(x)
Spam and Misrepresentation
:
Do not post spam, misleading information, or falsehoods. This includes fake accounts, impersonation, and fraudulent activities.
(xi)
Manipulation
:
Do not manipulate the platform’s functionalities to artificially inflate interactions, such as likes, comments, or shares.
(xii)
Disruption
:
Do not engage in activities that disrupt or interfere with the normal operation of our platform, such as distributing viruses or conducting denial-of-service attacks.
(xiii)
Misuse
:
Do not use our platform for purposes other than its intended use. This includes exploiting loopholes or bugs for personal gain.
d)
Enforcement and Reporting
If you encounter content or behavior that violates these guidelines, please report it to us using the reporting tools available on our platform. Violations of these guidelines may result in actions ranging from content removal to account suspension or termination, depending on the severity of the violation.
e)
Modifications and Updates
We reserve the right to modify or update these Community Guidelines and Acceptable Use Policy at any time. We will notify users of significant changes through our website and app.
f)
Contact Us
While we require all users and community members to comply with these Community Guidelines and Acceptable Use Policy, we ultimately cannot guarantee they will comply with these Community Guidelines and Acceptable Use Policy. If you believe any Content violates these Community Guidelines and Acceptable Use Policy, or if you know or suspect that someone is misusing your User-Generated Content, please report it to Cronometer at: support@cronometer.com. We cannot be held responsible for any injury or harm to you resulting from objectionable User-Generated Content or another community member’s failure to comply with these Guidelines.
7. THIRD PARTY LINKS AND SERVICES
The Site may contain links to websites and other resources operated by third parties other than Cronometer. Such links are provided solely as a convenience to you. Cronometer does not control such websites, and is not responsible for the content, products, services or information offered by any third parties. The inclusion of links to such websites on the Site does not imply any endorsement of any website or the content, products or services offered, advertised, endorsed or promoted by any third party, or of any company or person. If you decide to access any third party websites or acquire any third party products or services, you do so entirely at your own risk, and you may be subject to the terms and conditions and the privacy policies imposed by such third parties.
a)
Third Party Services and Logins
Some of the Services may be accessible, or give you the ability to use the Services, on or through a website, service or device not controlled by Cronometer. For example, you may download, install or access the Services through a mobile or web-based online market place or have the option to use the Services online on servers not owned or controlled by Cronometer, or Cronometer may make the Services available through servers that are not owned or controlled by Cronometer. Cronometer takes no responsibility for your access to or use of the Services through or on any third party device or service not controlled by Cronometer and in which Cronometer otherwise has no control over how such services are offered, administered or operated. Any such use of services not controlled by Cronometer is at your own risk and may subject you to additional or different terms and conditions imposed by the third party that owns and controls such services.
b)
Third Party Content
Our Services may contain links to other Linked Sites that are not owned or controlled by us and we are not responsible for the content of any Linked Sites. The presence on the Site of a link to any other Linked Site does not imply that we endorse or accept any responsibility for the content or use of such Linked Site.
c)
Third Party Products
Some of our Services may by accessed on third-party devices and other products (“
Third Party Products
”), and your ability to use certain features of the Services may require you to purchase Third-Party Products (e.g., fitness trackers). While we may recommend, promote, or market the products of certain partners, we have no responsibility for your acquisition or use of any Third-Party Products, and we do not guarantee that Third-Party Products will function with the Services or will be error-free. We hereby disclaim liability for all Third-Party Products, including any Third-Party Products offered by any third parties.
d)
Third Party Activities and Events
Our Services may include the ability to discover, access or participate in certain services, activities, or events offered, organized, run and controlled by third parties (“
Third-Party Activities
”). Your attendance at and participation in Third-Party Activities is solely at your own risk. Cronometer will not be liable for any act, error or omission of any Third Party, including, without limitation, any which arises out of or is any way connected with your attendance, use of or participation in any Third-Party Activities initially discovered, booked or registered for via the Services, or the performance or non-performance of any Third Party Activities in connection with the Services. Cronometer is not an agent of any provider of Third-Party Activities.
8. MOBILE SERVICES
The Site may be available through certain mobile devices. You acknowledge and agree that Cronometer is not responsible for ensuring that your mobile device’s software is compatible with the Site or that you can use or access the Site, Services and/or Content through your mobile device. If you are accessing our Services through applications, you should check with your carrier to understand what data and messaging rates will apply. In addition, the terms and conditions of the app store from which you are downloading any app will also apply.
a)
Text and Mobile Messaging Consents
By downloading or using our applications, you agree that we may communicate with you regarding our Site and/or Services or respond to your communications to us through the Services by SMS, MMS, text message, or other electronic means directed to your device and that your application’s Usage Data may be communicated to us.
b)
Mobile Application license
We hereby grant you a personal, non-exclusive, non-transferable, non-sub-licensable, revocable license to use our applications downloaded directly from a legitimate marketplace, solely in object code format and solely for lawful purposes. With respect to any open source or third-party code that may be incorporated in the applications, such open source code is covered by the applicable open source or third-party end user license agreement, if any, authorizing use of such code.
c)
App Stores
If you download our applications from a third-party app store (the “
App Provider
”), you acknowledge and agree that:
(i) The Terms are an agreement between us, and not with the App Provider. As between Cronometer and the App Provider, Cronometer is solely responsible for the applications;
(ii) The App Provider has no obligation to provide any maintenance and support services with respect to the applications;
(iii) In the event of any failure of the applications to conform to any applicable warranty, (a) you may notify the App Provider and the App Provider may refund the purchase price for the applications to you (if applicable), (b) to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the applications, and c) any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be, as between Cronometer and the App Provider, Cronometer’s responsibility;
(iv) The App Provider is not responsible for addressing any claims you have relating to the applications or your possession and use of the applications;
(v) If a third party claims that an application infringes another party’s intellectual property rights, as between the App Provider and Cronometer, Cronometer will be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms;
(vi) The App Provider and its subsidiaries are third-party beneficiaries of these Terms as it relates to your license to the applications. Upon your acceptance of these Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the applications against you as a third-party beneficiary thereof; and
(vii) You must also comply with all applicable third-party terms of service when using the applications.
(viii) Notwithstanding anything else in these Terms, if you subscribe to our Gold Edition through Apple then you acknowledge and agree to Apple’s pricing and Terms of Use and Privacy Policy.
9. HEALTH, SAFETY AND WELL BEING
You understand and agree that we will not carry out and are not responsible for any physical inspection, supervision, preparation, execution or conduct of any activities related to or accessed or discovered via the Services (e.g., featured, official or community created challenges; routes; friendly competitions or similar activities; any single or group training activities; any Third-Party Activities or other events or activities that utilize our Services). Maps, directions and other GPS or navigation data, including data relating to your current location, may be unavailable, inaccurate or incomplete. We encourage you to always put your health, wellbeing and safety first, follow applicable be aware of your surroundings and actions and all traffic regulations, do not change settings on your device while in motion or in unsafe areas and always be vigilant and take stock of your surroundings when exercising.
10. RESTRICTED AND PROHIBITED USES
a)
Restricted Use – Academic Research
The nutrition data available through the Services, including nutrient values per food, may not be used, directly or indirectly, for academic, scientific, or research purposes, including but not limited to data analysis, publication, or study, without obtaining a separate license from Cronometer. Any use of such data for academic research, whether personal, institutional, or commercial, requires prior written consent and a specific licensing agreement.
We reserve the right to restrict access, terminate accounts, or pursue any remedies available for unauthorized academic or research use of our nutrition data.
b)
Prohibited Uses – Artificial Intelligence and Automated Processing
You may not, and may not permit, enable, or assist any third party to:
(i) Access, copy, store, or use any Content or Services for the purpose of training, developing, testing, or improving any artificial intelligence, machine learning model, large language model, or automated system;
(ii) Use web scraping, data mining, automated scripts, or similar data extraction methods to collect or process Content from the Services or this Site for AI training or related purposes;
(iii) Incorporate any Content into any machine learning model, neural network, or automated system, whether commercial or non-commercial;
(iv) Use this Site or its Services as input for training, validating, or enhancing artificial intelligence, natural language processing, or machine learning models.
We reserve the right to take any appropriate legal or technical action, including blocking access, terminating accounts, and seeking damages for unauthorized use of our Content or Services in violation of this section.
11.
LIMITATION OF LIABILITY
YOU AGREE THAT CRONOMETER, ITS AFFILIATES, SUBSIDIARIES, AND ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS WILL NOT BE LIABLE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, EQUITY, OR UNDER ANY OTHER LEGAL THEORY, FOR ANY PERSONAL INJURY (INCLUDING DEATH), LOSS, ACCIDENT, OR ANY INDIRECT, PUNITIVE, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES OR FOR LOST PROFITS, THE COST OF PROCURING SUBSTITUTE SERVICE, OR LOST OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE, SERVICES, CONTENT, CRONOMETER CONTENT, USER GENERATED CONTENT, OR A LINKED SITE, OR FOR ANY DELAY OR INABILITY TO USE THE SITE, SERVICES, CONTENT, CRONOMETER CONTENT, USER GENERATED CONTENT, OR A LINKED SITE, EVEN IF CRONOMETER IS MADE AWARE OF THE POSSIBILITY OF SUCH INJURIES OR DAMAGES.
THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO: (A) THE TRANSMISSION OF ANY VIRUSES, MALWARE, OR MALICIOUS SOFTWARE WHICH MAY INFECT A USER’S EQUIPMENT OR DEVICES, (B) FAILURE OF THE SERVICES TO BE COMPATIBLE WITH YOUR HARDWARE OR SOFTWARE, (C) FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT, COMMUNICATION OR INTERCONNECT LINES OR FIBER, OR OTHER CONNECTIVITY PROBLEMS (e.g., INABILITY TO ACCESS YOUR INTERNET SERVICE PROVIDER), OR (D) UNAUTHORIZED ACCESS, THEFT, LOSS OF DATA, LOSS OF CONTENT, OPERATOR ERRORS, STRIKES OR OTHER LABOUR PROBLEMS, OR ANY FORCE MAJEURE EVENT.
CRONOMETER DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, ERROR-FREE, OR SECURE ACCESS TO THE SITE, SERVICES, CONTENT, CRONOMETER CONTENT, OR USER GENERATED CONTENT. UNDER NO CIRCUMSTANCES WILL CRONOMETER’S LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, CAUSES OF ACTION, AND COSTS AND EXPENSES (INCLUDING LEGAL FEES) EXCEED THE AGGREGATE OF ALL AMOUNTS PAID BY YOU TO CRONOMETER.
APPLICABLE LAWS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. HOWEVER, EVEN IF THIS IS THE CASE, IN NO EVENT SHALL THE TOTAL LIABILITY OF CRONOMETER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION AND COSTS AND EXPENSES (INCLUDING LEGAL FEES), WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY, OR UNDER ANY OTHER LEGAL THEORY, RELATED TO YOUR USE OF, OR INABILITY TO USE, THE SITE, SERVICES, CONTENT, CRONOMETER CONTENT, OR USER GENERATED CONTENT EXCEED THE AGGREGATE OF ALL AMOUNTS PAID BY YOU TO CRONOMETER.
CRONOMETER ACTS AS A MERE REPRESENTATIVE FOR SUPPLIERS AND ADVERTISERS OF THIRD-PARTY GOODS AND SERVICES ADVERTISED ON OR AVAILABLE THROUGH THE SITE, SERVICES, OR CONTENT. CRONOMETER DOES NOT ENDORSE OR CONTROL ANY SUCH THIRD-PARTY SUPPLIERS, ADVERTISERS, OR THIRD-PARTY GOODS OR SERVICES. ALL CLAIMS REGARDING FAILURE, BREACH, LOSS, OR INJURY WITH RESPECT TO THIRD-PARTY GOODS AND SERVICES OFFERED THROUGH THE SITE, SERVICES, OR CONTENT ARE LIMITED TO CLAIMS AGAINST SUCH THIRD-PARTY SUPPLIERS AND ADVERTISERS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, CRONOMETER HEREBY DISCLAIMS ANY LIABILITY, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, EQUITY, OR ANY OTHER LEGAL THEORY, INCLUDING WITHOUT LIMITATION LIABILITY FOR ANY DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, IN CONNECTION WITH THE GOODS OR SERVICES PROVIDED BY ANY SUPPLIER OR ADVERTISER THROUGH THE SITE, SERVICES, OR CONTENT, INCLUDING WITHOUT LIMITATION LIABILITY FOR ANY ACT, ERROR, OMISSION, INJURY, LOSS, ACCIDENT, DELAY, OR IRREGULARITY WHICH MAY BE INCURRED THROUGH THE FAULT, NEGLIGENT OR OTHERWISE, OF SUCH SUPPLIER OR ADVERTISER, AND YOU HEREBY IRREVOCABLY WAIVE, RELEASE, AGREE NOT TO SUE, AND FOREVER DISCHARGE CRONOMETER FROM ANY LIABILITY WITH RESPECT TO THE SAME.
12. INDEMNIFICATION
YOU HEREBY AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS CRONOMETER, ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, ADMINISTRATORS AND ASSIGNS (THE “
INDEMNIFIED PARTIES
”) FROM AND AGAINST ALL LIABILITIES, CLAIMS, ACTIONS, CAUSES OF ACTION, INVESTIGATIONS OR PROCEEDINGS, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING LEGAL EXPENSES ON A FULL INDEMNITY BASIS AND ANY OTHER FEES AND EXPENSES INCURRED FOR INVESTIGATING OR DEFENDING ANY ACTION OR THREATENED ACTION, AS WELL AS SETTLEMENT COSTS) WHICH ANY OF THE INDEMNIFIED PARTIES MAY SUFFER OR INCUR IN CONNECTION WITH ANY CLAIM, INVESTIGATION OR PROCEEDING ARISING OUT OF OR RESULTING FROM: (I) YOUR AND/OR A PERMITTED MINOR’S VIOLATION OF ANY OF THESE TERMS, (II) YOUR AND/OR A PERMITTED MINOR’S USE OR MISUSE OF THE SITE, SERVICES AND/OR CONTENT, INCLUDING BUT NOT LIMITED TO YOUR AND/OR A PERMITTED MINOR’S PERSONAL INJURY OR DEATH, (III) YOUR AND/OR A PERMITTED MINOR’S USE OR MISUSE OF ANY LINKED SITES, (IV) YOUR AND/OR ANY PERMITTED MINOR’S VIOLATION OF ANY LAW OR THIRD PARTY’S RIGHTS. THIS INDEMNIFICATION OBLIGATION APPLIES TO BOTH DIRECT AND INDIRECT CLAIMS AND INCLUDES THIRD-PARTY CLAIMS ARISING FROM THE AFOREMENTIONED ACTIONS.
WITHOUT DEROGATING FROM OR EXCUSING YOUR OBLIGATIONS UNDER THIS SECTION: (A) WE RESERVE THE RIGHT (AT YOUR EXPENSE), BUT ARE NOT UNDER ANY OBLIGATION, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER WHICH IS SUBJECT TO AN INDEMNIFICATION BY YOU EVEN IF YOU CHOOSE TO DEFEND OR SETTLE IT, AND (B) YOU AGREE NOT TO SETTLE ANY MATTER THAT IS SUBJECT TO AN INDEMNIFICATION BY YOU WITHOUT FIRST OBTAINING OUR EXPRESS APPROVAL, WHICH WILL NOT BE UNREASONABLY CONDITIONED, DELAYED, OR DENIED.
13. GOVERNING LAW
These Terms and your legal relationship with Cronometer, shall be governed by and construed in accordance with the laws of the Province of British Columbia, together with the federal laws of Canada applicable therein, without regard to its conflicts of laws principles. These Terms shall not be governed by the United Nations Convention on Contracts for the Sale of Goods. The controlling language of these Terms is English.
14. DISPUTES AND ARBITRATION, JURISDICTION AND VENUE
You and Cronometer agree that any dispute, claim or controversy arising out of or relating to these Terms, any policy referred to herein, or the breach, termination, enforcement, interpretation or the validity thereof, or the use of the Site, Services or Content (collectively, the “
Disputes
”) will be settled by binding arbitration, except that each party retains the right to (a) bring an individual action in the British Columbia Provincial Court (Small Claims Division) or British Columbia Civil Resolution Tribunal (Small Claims Division) subject to the applicable jurisdictional limits of those bodies, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, confidential information or other intellectual property or proprietary rights.
You acknowledge and agree that you and Cronometer are each irrevocably waiving the right to a trial by jury and the right to participate as a plaintiff or a class member in any purported class action or similar representative proceeding. Further, unless you and Cronometer expressly agree in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of class or representative proceeding. This “Dispute Resolution” section shall survive any termination of these Terms.
Any arbitration to be conducted pursuant to this “Dispute Resolution” section shall be conducted before a single arbitrator in accordance with the procedural rules of the British Columbia International Commercial Arbitration Centre. The venue and seat of the arbitration shall be exclusively in Kelowna, British Columbia, Canada. The arbitration award shall be final and binding upon the parties and not subject to appeal. You expressly agree and acknowledge that the arbitration award is final, binding, and non-appealable, and you waive any right to appeal or contest the award in any court.
By accessing or using the Site, Services, or Content, you acknowledge that you have read, understood, and agree to be bound by this Dispute Resolution section and that it is exclusive, irrevocable, and enforceable.
15. GENERAL
a)
International Use
This Site is operated from and Cronometer is headquartered in the Province of British Columbia, Canada. By electing to access this Site, Services and/or Content from any jurisdiction outside of Canada, you accept full responsibility for ensuring that your use of the Site, Services and/or Content is in compliance with all laws applicable within that other jurisdiction. Cronometer makes no representation that materials, products and services available on or through the Site, Services and/or Content are appropriate or available for use in jurisdictions outside of Canada. You are not permitted to access the Site, Services and/or Content from any jurisdiction in which the Content is illegal and/or accessing the Site, Services and/or Content is illegal. You may not use, export or re-export any materials from the Site, Services and/or Content in violation of any applicable laws or regulations.
b)
Waiver and Severability
The failure of Cronometer to enforce any right or provision of these Terms will not constitute a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable by any court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the remaining provisions of the Terms will remain in full force and effect. All remedies of Cronometer hereunder shall be cumulative.
c)
Assignment
You may not assign any of your rights or obligations hereunder, whether voluntarily or by operation of law except with the prior express written consent of Cronometer, which consent may be withheld by Cronometer acting in its sole discretion, and any attempted assignment in violation of the foregoing is void. Cronometer may assign any or all of its rights and obligations hereunder to an affiliate, subsidiary or a successor in title to the Site and/or the business and undertaking of Cronometer.
d)
Enurement
These Terms shall enure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors and permitted assigns.
e)
Force Majeure
Cronometer will not be liable for, or be considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of events beyond the reasonable control of Cronometer, including without limiting the foregoing where the delay or failure is due to fires or fire related hazards, explosions, power outages, earthquakes, floods, spills, epidemics, acts of God, war or acts of war, acts of terrorism, riots, strikes, lockouts or other labour or contractor actions, acts of public authorities, or delays or defaults caused by common carriers, or other similar events which cannot reasonably be foreseen or provided against.
f)
Notices
Any notices or other communications permitted or required hereunder, including but not limited to modifications to these Terms and/or any policy referred to herein, will be in writing and given by Cronometer (i) via email (in each case to the email address provided by you for your Account(s)) or (ii) by posting to the Site. Notice delivered by email will be deemed to have been received on the date on which such notice is transmitted.
g)
Entire Agreement
These Terms, together with the Privacy Policy and any supplemental terms and conditions referred to below, constitute the entire agreement between the parties concerning the subject-matter hereof and supersede and replace any and all prior oral or written understandings or agreements between you and Cronometer regarding the Site, Services and Content.
h)
Survival
The provisions of these Terms which require or contemplate performance after the expiration or termination of these Terms shall remain enforceable notwithstanding such expiration or termination.
i)
Relationship
The relationship between the parties is that of independent contractors and neither party shall have the authority to bind the other in any way.
j)
Extended Meanings
Extended meanings: a. Where the context so requires, words importing the singular number include the plural and vice-versa; words importing the masculine gender include the feminine and neuter genders. b. The words “herein”, “hereof”, and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or other subdivision of, or Schedule to, this Agreement. c. Unless the context otherwise requires, “including” means “including, without limitation”, and “includes” and other derivatives thereof shall have corresponding meanings. d. A reference to an approval, authorization, consent, designation, waiver or notice means written approval, authorization, consent, designation, waiver or notice. e. Headings are for convenience and reference only and are not to be considered in the interpretation of, or affect the meaning of, any of the provisions of the foregoing; f. Words importing the singular, include the plural, and vice versa; g. Words importing the masculine gender, include the feminine and neuter, and vice versa; h. “Article”, “Section” or “Schedule” refers to the specified article, section or schedule of these Terms, unless expressly noted otherwise; i. Where a reference is made to a “day”, “week”, “month” or “year”, the reference is to the calendar period; j. The word “include” or “including”, when following a general term or statement, is not to be construed as limiting the term or statement to the specific items or matters stated or to similar items or matters, but rather as referring to all items or matters that could reasonably fall within the broadest possible scope of the term or statement; k. In the calculation of time, the first day shall be excluded and the last day shall be included; l. Where a word or an expression is defined, any other part of speech or grammatical form of that word or expression has a corresponding meaning.
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