Terms of Use

Last updated: April 13th, 2022

This Terms of Use (the “TOU”) is entered into between you (“you” or “your”) and Flex Artificial Intelligence Inc. (“Flex”, “we” or “our”) and applies to Flex services, including but not limited to the Flex websites, currently www.flexfitnessapp.com and www.getflex.fitness (each, the “Website”), Flex mobile applications (the “App”), and any other product or service to which we choose to apply this TOU (collectively, the “Service”).

BY CLICKING “I AGREE” OR SIMILAR CONFIRMATION OR BY USING THE SERVICE YOU ARE AGREEING TO BE BOUND BY THE TOU.

1. UPDATES
   Flex reserves the right to modify the TOU at any time (each, an “Update”) and shall make each Update available on the Website. You are deemed to accept any Update by continuing to use the Service. Unless Flex states otherwise, an Update is automatically effective 30 days after posting on the Website.
2. ACCESS TO THE SERVICE
   1. Age of Access. You must be at least the minimum age required for providing online consent in your jurisdiction or 13 years old (“Minimum Age”) in order to use the Service, whichever is older. If you already accessed the Service and have yet to reach the Minimum Age, you must immediately cease use of the Service.
   2. Accounts and Login Information. Access to the Service may require registering an account with Flex (an “Account”) and may require the collection and/or creation of a unique identifier either through Flex or a third-party (each a “Unique Identifier”). In order to access an Account, you may be required to obtain a user ID and password (“Login Information”). You shall manage and ensure the security, confidentiality and authorized use of Login Information. You are prohibited from sharing Login Information. Flex strongly recommends that you keep your Login Information confidential and you shall notify Flex promptly of unauthorized access or use of your Account.
   3. Subscription Fee. Flex may charge an additional fee in connection with each Account (the “Subscription Fee”) for certain features of the App (“Premium Features”). In order to access Premium Features, you may need to provide Flex with credit card (or other payment method) and billing information to pay the Subscription Fee (“Authorized Payment Method”). Flex, or any third party acting on Flex’s behalf, is authorized and has the right to automatically charge the Subscription Fee to such Authorized Payment Method each month unless you terminate the Service as described in this TOU. The current Subscription Fee is provided in the App and may change at any time at Company’s sole discretion, but Company shall provide prior written notice of any Subscription Fee increase. The Subscription Fee is earned upon payment and is non-refundable, as permitted by applicable law.
   4. Taxes. The Subscription Fee excludes taxes, duties and charges, which you shall pay as well. If Flex pays or collects taxes on your behalf, Flex shall invoice you for the applicable amount, which you shall pay on the same terms as the Subscription Fee.
3. SUBSCRIPTION AND USE OF THE SERVICE
   1. Subscription. Flex grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable, subscription to access the Service and to use features associated with an Account. You acknowledge and agree that we may modify, suspend or remove features of the App, the Website, your Account or any part the Service at any time acting in our sole and absolute discretion.
   2. Authorized Use. When using the Service, you may not:
      1. knowingly provide false or inaccurate information to Flex, including but not limited to, health and fitness information;
      2. decompile, disassemble or reverse engineer the Service or otherwise attempt to derive the Service source code or gain unauthorized access to the Service;
      3. alter, change or circumvent security related aspects of the Service;
      4. use any automated system (bot, spider, etc.) to access the Service;
      5. reproduce, rearrange, modify, change, alter, translate, create derivative works from, display, perform, publish, or distribute the Service;
      6. break, disrupt or attempt to break or disrupt any device used to support the Service or other’s experience of the Service or knowingly exploit a flaw or bug in the Service;
      7. store or transmit material that is infringing, libellous, unlawful or in violation of any person’s rights or a group of people’s rights;
      8. use the Service to provide information or data to a competitor of Flex;
      9. harass, abuse, stalk, threaten or impersonate any person or group of people;
      10. sell, rent, lease or sublicense the Service or access thereto, unless expressly permitted by Flex;
      11. promote, encourage or undertake illegal activity; or
      12. infringe or violate third-party rights including but not limited to: (i) contractual rights; (ii) copyright, patent, trademark or trade secret rights; (iii) privacy rights; (iv) publicity rights; or (v) confidential information,
      13. as determined by Flex in our sole and absolute discretion.
   3. Suspension and Termination. Flex may suspend or terminate access to the Service and/or your Account, without notice or compensation to you, at any time for any reason (or for no reason) including but not limited to technical issues or your non-compliance with the TOU. Flex has sole discretion to lift a suspension or reverse a termination. Your access to the Service and/or your Account, automatically terminates upon the earliest of the date: (a) you or Flex terminates access to your Account; (b) of your non-compliance with the TOU; or (c) send an email with the subject line “Delete Account” to support@flexfitnessapp.com.
   4. Privacy Policy and Privacy Law Compliance. Your use of the Service is governed by a Privacy Policy detailing how Flex collects, uses and discloses personal and anonymous data about you and is available at Privacy Policy. If at any time you disagree with the Privacy Policy, you must immediately stop use of the Service and contact Flex at the address provided below.
4. REFERRAL PROGRAM
   1. Credit Program. The Service may contain a referral program, which allows you to earn credits (“Credits”) by referring friends to become new users of the App (the “Referral Program”). The Referral Program requires an existing verified Account. Flex may provide you with a custom referral code (the “Referral Code”) to track referrals.
   2. Eligible Referrals. A referral qualifies for a Credit if the following conditions are met: (a) a referred friend clicks on the Referral Code and creates an Account in compliance with the TOU; and (b) the referred friend verifies the new Account with a phone number that is not associated with another Account (altogether, an “Eligible Referral”).
   3. Credit Issue. For every Eligible Referral, Flex shall issue you those number and type of Credits as described on the Referral Program page or link within the App and the Website, which Credits can be applied toward Premium Features or as otherwise specified by Flex. Refer to the Referral Program page on the App and/or the Website for additional details on the Referral Program and the number and type of Credits to be awarded. When Flex awards Credits, Flex shall automatically apply such Credits to your Account toward the Subscription Fee or other applicable Premium Features, depending on the Credit terms. If you previously enabled Premium Features on your Account, Flex may alter the terms of any existing subscriptions associated with your Account at its sole discretion for the purpose of applying Credits. For example, if you have an existing one-month subscription for the Premium Features and you are awarded a Credit for a one-year subscription, Flex shall apply the Credit towards the Subscription Fee for the one-year subscription and extend your current subscription for an additional 12 months. Credits shall not apply retroactively to Subscription Fees already paid.
   4. Reservation of Rights. Flex reserves the right to any remedy, including cancelling Credits and terminating Accounts, if fraud, tampering, technical errors or violations of the TOU are suspected in its sole discretion.
   5. Termination and Cancellation. Flex may suspend or terminate the Referral Program or your ability to participate in the Referral Program at any time in its sole discretion. Flex may cancel Credits earned by you at any time without any compensation owed to you by Flex. Credits may only be applied to the Subscription Fee or as otherwise specified by Flex and are non-transferrable and do not have cash value.
   6. Relationship of the Parties. Your participation in the Referral Program is completely voluntary and does not imply any partnership, agency, representation, sponsorship or endorsement between you and Flex.
5. PROPRIETARY RIGHTS
   1. Ownership and Rights. Flex retains all right, title and interest in the Service, including but not limited to copyrights, copyrightable works, patents, patent rights, trademarks, trade names and trade secrets, in Accounts or modifications to the Service, responses to questions in the App and associated analytics and any other data provided through the Services. The TOU does not convey any right, title or interest in, or constitute the sale of any right to, the App, the Service, any related software or your Account.
   2. User Content. You may provide Flex with responses, comments, recommendations, advice, ideas, submissions, forum posts, information about yourself, such as profile pictures, or information about others (“User Content”). By providing User Content, you represent and warrant that all consents, licenses and rights necessary to license User Content to Flex are obtained and hereby grant Flex an irrevocable, fully-paid, royalty-free, non-exclusive, perpetual, worldwide license to User Content under all copyright, trademark, trade secret, patent, privacy and publicity rights and any other intellectual or industrial property rights you own or control to use, broadcast, disclose, display, distribute, modify, make derivative works of, publicly perform, publish, record, reproduce, sublicense (on multiple levels), translate, transmit or otherwise exploit for all purposes and in all formats and mediums without attribution, notice, permission, royalty or payment. Flex is under no obligation to review or act upon any User Content that you may provide.
6. DISCLAIMER AND LIMITATION OF LIABILITY
   1. DISCLAIMER. THE SERVICE IS PROVIDED TO YOU “AS IS” AND FLEX AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND ASSIGNS (COLLECTIVELY, THE “REPRESENTATIVES”) DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR COMPLIANCE WITH LAWS WITHIN YOUR JURISDICTION. WITHOUT LIMITING THE FOREGOING, FLEX MAKES NO REPRESENTATIONS THAT USE OF THE SERVICE WILL NOT INFRINGE ANY COPYRIGHT, PATENT, TRADEMARK LAW OR OTHER RIGHTS HELD BY A THIRD PARTY. FURTHER AND WITHOUT LIMITING THE FOREGOING, FLEX AND ITS REPRESENTATIVES MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE, SERVICES PERFORMED AND PRODUCTS PROVIDED BY FLEX OR OTHER THIRD PARTIES OR ANALYTICS PROVIDED THROUGH THE SERVICE, WILL COMPLY WITH APPLICABLE LAWS WITHIN YOUR JURISDICTION, MEET YOUR REQUIREMENTS, NOT CAUSE DAMAGE TO YOU, YOUR PROPERTY OR PROPERTY OF OTHERS, OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, CONTINUOUSLY AVAILABLE, ERROR FREE OR WILL NOT HARM YOUR COMPUTER OR MOBILE DEVICE OR RESULT IN LOST DATA. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY FLEX AND/OR THE REPRESENTATIVES WILL CREATE ANY WARRANTY AND YOU SHALL NOT RELY EXCLUSIVELY UPON SUCH ADVICE OR INFORMATION. YOU BEAR THE ENTIRE RISK AS TO THE PERFORMANCE, OPERATION AND QUALITY OF THE SERVICE.
   2. LIMITATION OF LIABILITY. FLEX AND THE REPRESENTATIVES SHALL NOT BE LIABLE TO YOU FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATING TO THE SERVICE OR THIRD-PARTY SERVICES, INCLUDING WITHOUT LIMITATION DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES. TO THE EXTENT THAT THE ABOVE LIMITATION OF LIABILITY IS NOT APPLICABLE IN YOUR JURISDICTION, ANY CLAIM THAT YOU MAY HAVE AGAINST FLEX AND THE REPRESENTATIVES MUST BE COMMENCED NO LATER THAN 6 MONTHS AFTER THE DAY ON WHICH THE CLAIM IS DISCOVERED OR OUGHT TO HAVE BEEN DISCOVERED BY YOU.
   3. MAXIMUM AGGREGATE LIABILITY. NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TERMS OR WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES AND, IF ANY DISCLAIMER OR LIMITATION OF LIABILITY IS FOUND UNENFORCEABLE, VOID OR DOES NOT FULLY SHIELD FLEX AND THE REPRESENTATIVES FROM LIABILITY, YOU AGREE THAT FLEX’S (AND THE REPRESENTATIVES’) MAXIMUM AGGREGATE LIABILITY IN ANY CASE WHATSOEVER WILL BE THE TOTAL AMOUNT PAID BY YOU TO FLEX IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE HARM IN QUESTION.
   4. Indemnity. You hereby defend and indemnify Flex and the Representatives against any claim, demand, suit or proceeding made or brought against Flex and/or the Representatives in connection with your use of the Service, including claims that Flex, the Service or you, (i) infringe or misappropriate a third party’s intellectual property rights, (ii) violate any applicable law prior to or while using the Service, (iii) cause bodily harm or death, or (iv) commit an act of gross negligence or intentional misconduct. Your obligation to indemnify Flex and the Representatives arises so long as Flex: (a) promptly gives written notice of the claim against Flex (b) gives you sole control of the defense and settlement of the claim except that you shall not enter any settlement or disposition that attributes liability or confers a financial obligation on Flex without Flex’s advance written consent, which shall not be unreasonably withheld or delayed; and (c) gives all reasonable assistance, at your expense.
7. GENERAL
   1. Governing Law. The TOU and Privacy Policy are governed by the laws of the province of British Columbia and the laws of Canada, without reference to principles of conflicts of laws. The parties irrevocably attorn to the jurisdiction of the appropriate provincial and federal courts of the province of British Columbia to hear any proceedings related to the TOU or Privacy Policy.
   2. Severability and Waiver. If any provision of the TOU or Privacy Policy is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law with remaining provisions of the TOU in full force and effect. No failure or delay by a party in exercising any right, power or remedy under the TOU constitutes a waiver.
   3. Assignment. Flex may assign the TOU without your consent or notice to you. You cannot assign the TOU.
   4. Survival. Sections 2.3, 2.4, 4.5, 5, 6 and 7 survive termination of the TOU.
   5. Entire Agreement. The TOU, together with the Privacy Policy, constitute the entire agreement between you and Flex with respect to the subject matter hereof and supersedes any prior oral or written agreements, communications, representations or undertakings provided.
8. Contact Import Feature Disclaimer and User Agreement
   
   Introduction:
   By using the contact import feature (“Feature”) in our mobile application (“App”), you agree to be bound by the following terms and conditions. Please read these terms carefully before using the Feature. If you do not agree with these terms, please refrain from using the Feature.
   1. Consent and Authorization:
      By using the Feature, you represent and warrant that you have obtained all necessary consents and authorizations from your contacts whose information you intend to import using the Feature. You acknowledge that you are solely responsible for complying with all applicable data protection and privacy laws when using the Feature.
   2. Data Security:
      We take data security seriously and employ reasonable measures to protect the data you import using the Feature. However, we do not guarantee the security of any data you import and shall not be liable for any unauthorized access, use, or disclosure of such data.
   3. User Responsibilities:
      You agree not to use the Feature for any illegal, unethical, or unauthorized purposes. You will not use the Feature to import contacts without their consent or for any purpose that violates the rights of others.
   4. Limited Liability:
      To the extent permitted by applicable law, we disclaim all liability for any loss, damage, or unauthorized access to data resulting from your use of the Feature. In no event shall we be liable for any indirect, consequential, or punitive damages.
   5. Indemnification:
      You agree to indemnify, defend, and hold us harmless from any claims, damages, or liabilities arising from your use of the Feature, including any violations of these terms or applicable laws.
   6. Changes to the Feature:
      We reserve the right to modify or discontinue the Feature at any time without notice. We shall not be liable for any modification, suspension, or discontinuation of the Feature.
   7. Governing Law:
      These terms shall be governed by and construed in accordance with the laws of British Columbia. Any disputes arising from these terms shall be subject to the exclusive jurisdiction of the courts in British Columbia.
   8. Contact Information:
      If you have any questions or concerns about these terms or the Feature, please contact us at support@flexfitnessapp.com
      By using the Feature, you acknowledge that you have read, understood, and agreed to these terms and conditions.