Updated November 12, 2018
Welcome and thank you for your interest in LyfeSpark® Products and Services (hereafter “our,” “we,” or “us”) and our Websites at
LifeSpark.com, GoalSetGet.com, LyfeAdvie.com, LyfeAdvise.com, LyfeCoaches.com, LyfeSpark.co, LyfeSpark.com, LyfeSparks.com, LyfeStories.com, LyfeTraining.com, LyfeSpark.com, LiveYourFullest.co, LiveYourFullest.org, LyfeTrainingPro.com, LyfeSpark.net, LyfeSpark.info, LyfeSpark.org, LiveYourFullestEveryday.co, LyfeSparkProducts.com, LiveYourFittestEveryday.com, LiveYourFittestEveryday.org, LiveYourFittestEveryday.net, LiveYourFittestEveryday.info, LiveYourFittest.com, LiveYourFittest.org, LiveYourFittest.net, and LiveYourFittest.info
1) Evaluation License.
a) “Affiliate” means any person, company, or other entity that directly or indirectly Controls, or is Controlled by, another, including without limitation, a parent company. Any reference to us in these Terms includes our Affiliates.
b) “Business Partners” are individuals or companies with whom we enter into agreements to provide products or services or to assist with maintaining and marketing our Products and Services, including without limitation, processing payments, analyzing Site traffic, promotions, and communicating with Site End Users.
c) “Claim” or “Claims” means any disagreement, controversy, dispute, demand, cause of action, litigation, or legal proceeding, in equity or law, whatsoever.
d) “Control” over a company means having the power, in law or in fact, to exert a decisive influence on the appointment of the majority of directors or managers thereof, or on the orientation of its management.
e) “End User” means the authorized human individual or company accessing or Using our Products and Services for their normal and intended purposes.
f) “Information,” means any materials, whether text, audio, visual, or audio-visual, on our Sites, including without limitation, software, associated code, including script, documentation relating to Use of the software, text, graphics, logos, icons, Images, sound recordings, tutorials, audio-visual clips, and designs, whether provided by us, our licensors, or End Users.
g) “Intellectual Property” has its commonly understood meaning and includes, without limitation, (i) all ideas reduced to a tangible expression, industrial property, moral rights, discoveries, concepts, work, or inventions that are the result of creativity, including, without limitation, patents, trademarks, copyrights, trade dress, and trade secrets, whether or not registered or registrable and (ii) confidential and proprietary information, know-how, and publicity and privacy rights. Without limiting this definition, and by way of example, our Intellectual Property includes our code within our software as a service, our trademarks, and all Information on our Sites.
h) “Images” mean visual and multi-media material in any form and format.
i) “Law” or “Laws” mean(s) all applicable federal, state, and local statutes, rules, regulations, ordinances, and related case law.
j) “Linked Account” means an account that you may have with a third-party social networking service, such as Facebook, Twitter, and/or Google, from which account you are able to link to our Products and Services.
k) “LyfeSpark” or “we” or “our” or “us” means LyfeSpark, LLC, and includes all our Affiliates, subsidiaries, licensors, officers, directors, managers, employees, volunteers, independent contractors, advisors, contributors, suppliers, advertisers, agents, licensees, representatives, successors, and assigns. In no event, however, shall any human individual or entity other than LyfeSpark, LLC be held liable for any Claims brought for acts or omissions of LyfeSpark, LLC.
l) “Personal Data” is defined pursuant to Arizona, U.S.A. Law and includes a person’s name, social security number, driver’s license number, electronic signature keys, financial account numbers and credit card information in combination with any required security code, financial account access information, health insurance identification numbers, medical or mental health treatment information or diagnoses, passport numbers, taxpayer identification or other identity protection personal identification numbers issued by the U.S. Internal Revenue Service, biometric data, and user names or email addresses in combination with a password or security question and answer allowing access to an online account.
m) “Products and Services,” means any and all offerings from us to you, including without limitation, our Sites, Information on those Sites, software, maintenance, if agreed upon by further agreement, installation, help-desk or other support, any of which we may offer or provide at any time via subscription, sale, license, lease, or otherwise.
n) “Sites” or “Websites”, as used in these Terms, means any pages associated with the Internet domain names and blogs listed in these Terms, including without limitation, any subscriber uploaded User Content.
o) “Use,” “Using” or “Used”, as to the Products and Services, means accessing, viewing or displaying our Products or Services, including without limitation our software, our Sites, or Information, on computers or electronic devices by an authorized End User. “Use” includes transmitting such property to hardware to process information contained therein. Use does not permit further transfer without our written authorization.
p) “Use Rights” means our worldwide, non-exclusive, royalty-free right and license (with the right to sublicense) to use, re-use, publish, re-publish, host, store, transfer, display, perform, reproduce, modify, and distribute materials (such as User Content), in whole or in part, in combination with other information, in any form and formats now known or hereafter developed and through any media channels now known or hereafter developed without any financial compensation.
q) “User Content” means any data, Images, or content, in any form or format, whatsoever, uploaded to our Sites, or any portion thereof, by an End User.
r) This Section #2, including all subsections, shall survive termination of your Use of our Products and Services and any other agreement you may have with us.
3) Changes to Terms.
We reserve the right to change these Terms, our Products and Services, and our other policies and agreements at any time and in any manner. The most current version of our Terms is available on this page for all our Sites and shall replace all previous versions. Any revision will have a new “Updated on” at the beginning or end of these Terms. Your only recourse, if you disagree with our Terms is to discontinue your access and Use of our Products and Services.
Where appropriate, you will be notified of changes to these Terms by e-mail or when you next visit our Sites or when you next access our Products and Services. The new Terms may be displayed on-screen and you may be required to read and accept the updated Terms to continue your access and Use of our Products and Services.
Unless you log into our Products and Services, our Sites are merely informational in nature. We may make changes to the Information on the Sites at any time without notice. We make no commitment to update our Sites or any Information for any reason. In addition, Information on our Sites may be out of date, inaccurate, or incomplete, or contain errors or omissions. Any changes or failure to make updates shall not be considered evidence of improper action, a breach of these Terms, or grounds for an actionable Claim, including for attorneys’ fees and costs, against us in any manner. Further, our Sites and Information thereon shall not form the basis of, or be relied upon in connection with, any contract or commitment whatsoever and we make no guarantee regarding the effectiveness of our Products and Services.
User Content on our Sites is uploaded by subscribers and is not reviewed or monitored by us. Further, please use caution when communicating with anyone else, including subscribers to our Sites.
Information published on our Sites may refer to Products and Services that are not available in your location. We do not provide our Products and Services in the European Union or European Economic Area (EU/EEA).
5) Products and Services.
We use industry-standard procedures to maintain our Products and Services but cannot make any promises that our Products and Services will be uninterrupted, successful, or error free. Please consult our Disclaimers. Products and Services may include, without limitation:
6) Accounts and Registration.
Certain features of our Sites do not require an account. You may be required, however, to register for an account to Use our Products and Services or to provide User Content or commentary. When you register for an account, you may be required to provide us with some information about yourself (such as your e-mail address or other contact information). You agree that the information you provide to us is accurate and that you shall keep it accurate and up-to-date. When you register, you may be asked to create a user name and/or password. If so, you are solely responsible for maintaining the confidentiality of your login information. You agree to accept responsibility for all activities that occur under your account. You may not use anyone else’s user name, password, or account at any time. We cannot and shall not be liable for any loss or damage arising from your failure to comply with these obligations.
We may need to change your chosen user name in certain circumstances, e.g., if another End User has already claimed that user name.
Unless you are creating an account through your school and you, or your parent or guardian if you are a minor, has previously authorized online account creation through a general release to your school, if you are under the age of thirteen (13), we will ask you to provide contact information for a parent or guardian so that we can confirm your ability to create an account. Until we receive authorization or confirmation from your school, parent, or guardian, your account will not be activated.
7) Linked Accounts.
Subject to these Terms and payment of any required Fees, we grant you a terminable, worldwide, non-exclusive license for your personal purposes (and excluding commercial use) only to (a) Use our Products and Services for their standard and intended purpose(s), and to (b) print or duplicate your own User Content or User Content from other LyfeSpark® subscribers, including vision boards that only include Images from our library, in whole or in part, for your own LyfeSpark® page or your personal social media (i.e., Facebook, Instagram, etc.).
9) License Limitations.
We retain all copyright and other proprietary rights contained in our Products and Services. Whether or not you are an End User, you may not:
a) Use our Products and Services except as permitted in these Terms,
b) Copy, modify, improve, revise, or create Derivative Works, based on our Products and Services,
c) Reverse assemble, compile, disassemble, re-engineer, or reverse compile the whole or any part of our Products and Services,
d) Sub-license or distribute any of our Products or Services without our prior written permission,
e) Remove any Intellectual Property ownership or management information from our Products and Services, including, without limitation, patent, trademark, copyright, and/or other restricted rights notices incorporated into our Products and Services,
f) Access or Use our Products and Services for any illegal purpose whatsoever, or in violation of any applicable Laws,
g) Post, upload, or distribute any User Content that violates another individual’s or company’s legal rights, is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate,
h) Interfere with our Products and Services or any End User’s Use of our Products and Services in any manner,
i) Make unsolicited offers or advertisements to other End Users,
j) Circumvent, remove, alter, deactivate, degrade, or thwart any of our content protections,
k) Frame or utilize any framing techniques to enclose any of our trademarks, logos, or other proprietary information (including Images, text, page layout, or form) without our express written permission,
l) Purchase search terms or use any metatags or any other “hidden text” utilizing our name or trademarks without our express written consent,
m) Attempt to hide your identity,
n) Use any robot, spider, automated technology, device, or manual process to monitor or copy our Products and Services or use any of the same to interfere, or attempt to interfere, with our operations, or
o) Attempt to collect personal information about other End Users or third parties without their consent.
Any unauthorized use of our Products and Services may violate copyright, trademark, and other applicable Laws. We retain all rights not expressly granted. Nothing in these Terms constitutes a waiver of any rights under any applicable Laws. Nothing in these Terms should be construed as conferring by implication, estoppel, or otherwise, any license or right to you to any of our, or a third-party’s, Intellectual Property.
This Section #9, including all subsections, shall survive termination of your Use of our Products and Services and any other agreement you may have with us.
10) Audit/Monitoring Rights.
a) We reserve the right, but are not required, to monitor all Use of our licensed Products and Services to verify that our Products and Services are being Used as permitted. In the event any audit reveals that you are using our Products and Services in violation of these Terms, you will be responsible for the payment to us of:
1) Additional Fees consistent with your actual use of our Products and Services; and
2) Our costs and expenses in performing any such audit (10a1. and 10a2., collectively, “Assessments”).
b) Any Assessments under this Section shall be without prejudice to any other rights and remedies we may have for breach of these Terms. Our decision not to perform an audit shall not relieve you of your obligations under these Terms.
c) This Section #10, including all subsections, shall survive termination of your Use of our Products and Services and any other agreement you may have with us for two (2) years.
We may, now or in the future, allow you to make payments, donations, or contributions (“collectively “Payment”) through the Sites for Products and Services or to causes, nonprofits, and programs that we advocate. If you make such a Payment, we shall bill charges through the payment method specified in your account or as otherwise specified by you, for example, a credit card. You authorize such credit card account to pay any amounts so paid, donated, or contributed by you, and authorize us and our authorized payment processor to charge all sums described and authorized to such credit card account. You agree to provide us with updated information regarding your credit card account upon our request and any time the information earlier provided is no longer valid. Third-party processors are responsible for maintaining the confidentiality of your personal information. Except as may be required by applicable law, we do not take any responsibility or liability for the actions or omissions of such third-party processors. To the extent we have knowledge of any request for disclosure of your Personal Data relating to Payments to a governmental authority or legal process, we will notify you at your last-known address.
a) FEES PAID OR DUE ARE NONREFUNDABLE.
b) Fees for our Products and Services may include monthly Use charges (per logon ID), support or maintenance charges, installation charges, and related expenses (collectively “Fees”). We will invoice you for Fees Fees incurred shall continue to be due and owing, regardless of termination.
c) All Fees due and owing will be specified if you choose to register for an account with us. Payment will be due at the time of registration.
d) No Products and Services will be delivered or available without advance payment of all Fees. In the event Fees are contested or refused, or your method of payment fails, your right to access and Use our Products and Services will be terminated immediately.
e) Payment is due in U.S. Dollars (USD).
f) If you contest any Fees, your sole right will be to terminate your account and Use of our Products and Services.
g) You should take steps to regularly back up your User Content. Upon termination for nonpayment or termination for any other reason other than our breach of these Terms, we will have no obligation to provide a back-up of any User Content to you. Should you request any copy of a back-up from us, and we are in possession of the material requested, you will be charged our normal and standard rates for the time required to obtain and provide that User Content to you. We shall not be liable for any Claims, including attorneys’ fees and costs, if we do not possess the most recent back-up of your User Content.
h) In the event of a Claim as to any Fees due, either you or we may terminate the agreement for Products and Services, effective immediately on receipt of notice.
i) At our option, we may charge interest on late payments at the rate of 1% each month, compounded monthly.
j) In the event a final order issues favor of us regarding any Claim, late payment and interest charges will be added to the amount ordered to be due to us, calculated from the date the disputed Fees should have been originally paid. Late payment and interest will not accrue for disputed Fees for which a final order issues in your favor.
k) You are responsible for all our collection charges and expenses, including, without limitation, attorneys’ fees and costs.
l) You will receive ninety (90) days’ notice of any Fee
If you Use, or download, our Products and Services, you grant us permission to install upgrades, updates, and improvements in our sole discretion.
We agree to notify you (a) of any material errors reasonably discovered and provide maintenance therefor, i.e., those errors that that would cause our Products and Services to fail in their intended purposes, or (b) if such material errors are not capable of being repaired. Your sole remedy for our failure to repair a bug or material error is to stop Use of our Products and Services and to terminate your agreement with us. Failure to repair bugs or material errors shall not be a breach of these Terms.
15) Assignment of Improvements.
a) In the event you think of, create, reduce to practice, manufacture, or have manufactured any Derivative Works, including without limitation, modifications, improvements, or revisions, based upon or derived from our Products and Services (collectively “Derivative Works”), you agree:
1) To promptly notify us of any such Derivative Works, providing all appropriate information for us to develop and utilize such Derivative Works by contacting legal@LyfeSpark.com, and
2) You hereby assign to us all rights, title, and interest in any such Derivative Works and agree to execute any documents required to reflect this assignment without further compensation.
b) This Section #15, including all subsections, shall survive termination of your Use of our Products and Services and any other agreement you may have with us.
16) User Content: Representations, Warranties & Limited Licenses.
You warrant and represent that you own or have the right to use the User Content you upload and/or share. You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting and publishing User Content, you affirm, represent, and warrant that:
a) You are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize us to use and distribute User Content in order for us and our subscribers to exercise the licenses granted by you herein and in the manner contemplated by us and these Terms, and
b) User Content, and the use of User Content as contemplated by the Terms, does not and shall not: (a) infringe, violate, or misappropriate any third-party right, including Intellectual Property or proprietary right; or (b) slander, defame, harass, or libel any third party.
c) License to Us. By providing us or another subscriber with any User Content, you hereby agree that we may use your likeness, Images, and other User Content for advertising purposes on the Internet, in print advertising, and any other advertising medium now known or hereafter developed, without further compensation or consideration to you. You agree to promptly execute a further “model release” or other documentation as we reasonably request to fulfill the intent of this paragraph without additional compensation. If you are under the age of eighteen (18), you represent that a parent or legal guardian also agrees to this paragraph on your behalf. Specifically, you hereby give us a worldwide, non-exclusive, royalty-free right and license (with the right to sublicense) to use, re-use, publish, re-publish, host, store, transfer, display, perform, reproduce, modify, and distribute such User Content, in whole or in part, in combination with other information, in any form and formats now known or hereafter developed and through any media channels now known or hereafter developed without any financial compensation paid to you (“Use Rights”). In the event you are a minor, these Use Rights must be agreed upon by your parent or guardian.
d) Extent of Our Use. We may use User Content, including without limitation, Images, in composite or distorted character or form, without restriction as to changes or alterations, in conjunction with a fictitious name, or utilize reproductions thereof in color or otherwise, made through any medium now known or later developed, for any purpose whatsoever. You also consent to the use of any printed, electronic, or multimedia matter in conjunction therewith.
e) Except as detailed herein, we will not aggregate, monetize, or otherwise use User Content for commercial, analytical, or statistical purposes in any manner that would allow third parties to associate such User Content with you without your prior permission.
f) Images. The above-referenced license includes Images. In the event you have licensed Images from third parties, you must include a statement of attribution, so we know that you are not the original owner. We will not make any use of third-party owned Images (with attribution) unless we have our own license from the third-party owner. We have also cautioned other LyfeSpark® subscribers not to use User Content that is not owned solely by the subscriber posting the content. You may use any Images from our library without providing any statement of attribution.
g) License to Other Subscribers. By posting User Content that you own or sharing such User Content with other of our subscribers, you hereby grant LyfeSpark® subscribers a non-terminable, non-exclusive, royalty-free right and license to use, re-use, publish, re-publish, host, store, transfer, display, perform, reproduce, modify, and distribute your User Content (not owned by third parties) on their LyfeSpark® pages and their other social media pages (e.g., Facebook and Instagram) for personal, and not commercial, purposes.
h) You can cancel this license for User Content that neither we, nor other LyfeSpark® subscribers, have yet utilized in any manner at any time by deleting your content, account, or subscription, however, the license for any User Content already utilized by us or LyfeSpark® subscribers prior to you deleting your account, will continue to exist in perpetuity.
i) If you share User Content with others, that content may continue to be visible after you delete your account unless those individuals have also deleted it.
j) For technical reasons, your User Content and our Sites may continue to exist for a reasonable period of time in our backup or archived materials, but it will not be visible to others.
k) This Section #16, including all subsections, shall survive termination of your Use of our Products and Services and any other agreement you may have with us.
17) User Content: Release.
a) User Content is uploaded by you and is not reviewed or monitored by us.
b) You understand that the views and opinions expressed in any User Content does not necessarily state or reflect our views or opinions.
c) Your sole and exclusive remedy for any loss or damage to User Content will be for us to use commercially reasonable efforts to replace or restore the lost or damaged data from the latest backup of such data that we have maintained in accordance with our standard archival/backup procedures. Should you request any copy of a back-up from us, and we are in possession of the material requested, you will be charged our normal and standard rates for the time required to obtain and provide that User Content to you. We shall not be liable for any Claims, including attorneys’ fees and costs, if we do not possess the most recent back-up of your User Content.
d) You hereby release, discharge, and agree to save us harmless from any liability whatsoever for any Claims, including attorneys’ fees and costs, by virtue of
e) This Section #17, including all subsections, shall survive termination of your Use of our Products and Services and any other agreement you may have with us.
Our Products and Services are not intended for children. You must be the age of majority in the jurisdiction in which you reside. By agreeing to these Terms, you represent and warrant to us that: (a) you are not under thirteen (13), you are a resident in the U.S., and are competent to agree to these Terms; (b) you have not previously been suspended or removed from Using our Products and Services; (c) you are not a convicted sex offender, and (d) your Use of our Products and Services is in compliance with any and all applicable Laws. If you are Using our Products and Services on behalf of a company or organization, you represent and warrant that you have the authority to bind such organization to these Terms and you agree to be bound by these Terms on behalf of such organization and on behalf of yourself.
19) Refusal of Service/Right to Terminate.
You understand and agree that we have the right to refuse to provide Products and Services to you or any other individual or entity in whole or in part for any reason in our sole discretion. Any alteration in Products and Services or refusal to provide Products and Services shall not be a breach of these Terms or any agreement with you and shall not subject us to any liability for Claims, including attorneys’ fees and costs, without limitation, even if you suffer damages.
Our Products and Services are copyrighted and owned solely by, or are entrusted by third parties to, us. Your unauthorized use of our Products and Services may violate U.S. Copyright Laws, as well as other applicable Laws. You may not use our copyrighted materials, excluding your uploaded User Content, without our written permission. You agree to permit other subscribers to use your vision boards, goal steps, and User Content (not owned by a third-party) for their own personal (not commercial) social media use and use in connection with our Products and Services.
We own the following trademark(s) and trade name(s), whether registered in the U.S., elsewhere in the world, or utilized at common law:
LIVE YOUR FULLEST EVERYDAY®
This list may not be complete and we may own additional trademarks or service marks that are not listed herein. If you have questions about our marks, please contact legal@LyfeSpark.com. You may not use any of our marks without our written permission.
22) Copyright Content Violations.
If you use Images owned or licensed by a third party, it is your responsibility to ensure you have the right to use the Images and provide appropriate ownership attribution when you upload such Images to your LyfeSpark® page. There are websites where you may be able to download and use Images for free, but many owners require a royalty for use of Images. Please read the terms, conditions, and license agreements of all applicable Image owners or distributors before using a third-party’s Images.
If you believe your copyrighted material has been posted on our Sites by an End User without your permission, contact DMCA@LyfeSpark.com. Before doing so, please review our Copyright Policy. Unless you include all required information, your complaint may be delayed. Please provide us with all of the following information:
a) Your, or your authorized agent’s, physical or electronic signature as the copyright owner;
b) Identification of the work(s) claimed to have been infringed or, if multiple works are infringed, identification of a representative list of such works, including a link to the original work if available;
c) Identification and location of the infringing material on our Site(s);
d) Your contact information, including name, physical and email addresses, and telephone number(s);
e) A statement that you have a good faith belief that the use of the material in the manner asserted is not authorized by you, as the copyright owner, your agent, or the Law; and
f) A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner (if filed by an agent).
Note, we require all of the above information. If you send us incomplete information, we will not be able to process your request. We will return your request, indicating what information is missing by checking one or more of the boxes as detailed above.
23) Intellectual Property Violations other than Copyright.
In the event you believe your Intellectual Property rights have been violated, other than your copyright rights, please contact legal@LyfeSpark.com and provide us with all of the following information:
a) Your, or your authorized agent’s, physical or electronic signature as the intellectual property owner;
b) Identification of the Intellectual Property claimed to have been infringed or, if multiple materials are infringed, identification of a representative list of such works, including a link to the original work and any registration certificates if available;
c) Identification and location of the infringing material on our Site(s);
d) Your contact information, including name, physical and email addresses and telephone number(s);
e) A statement that you have a good faith belief that the use of the material in the manner asserted is not authorized by you, as the Intellectual Property owner, your agent, or the Law; and
f) A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the Intellectual Property owner (if filed by an agent).
Note, we require all of the above information. If you send us incomplete information, we will not be able to process your request. We will return your request, indicating what information is missing by checking one or more of the boxes as detailed above.
24) Relief for Breach.
We reserve all rights and remedies at law and equity in the event you breach any of these Terms or violate our rights in any manner. You agree that we may proceed with such injunctive or other equitable relief without the necessity of posting a bond as may be available to prevent your breach and, in addition, may pursue an action to recover damages. You agree that if you have, directly or indirectly, cloned or are using a clone of our Products and Services (including the Site), in whole or in part, or have intentionally or recklessly utilized our Products and Services for your own or a third-party’s use, for any reason, or you have misused our Intellectual Property in any manner or breached these Terms, you shall be liable for all damages incurred by us, any profits earned through such breach, and you may be subject to an injunction to prevent further breach. We may also terminate your access to our Products and Services, without reimbursement for payments made to us.
25) Business Partners.
26) Links/Third-Party Products and Services.
27) Representation of Condition.
Our Products and Services are provided “AS IS” without any warranties, express or implied. You understand and agree that Use of our Products and Services involves some risk. Accordingly, you hereby assume all risks of Use, whatsoever, and waive any rights of action against us, as a result of any injury or condition that may result from such Use, and hold us and our owners, directors, employees, and Affiliates harmless and release us from any and all Claims, including attorneys’ fees and costs, arising out of any damage, loss, or injury to you, your family members, heirs, successors, employees, Affiliates, or independent contractors, whether such loss, damage, or injury results from our negligence or from any other cause. This waiver and release from liability shall apply for all periods during or after your Use of our Products and Services.
28) Electronic Communications.
By accessing our Sites and/or Using our Products and Services or contacting us for further information, you consent to receiving our electronic communications. All subscribers and visitors to our Sites will be provided with an option to opt out of communications from us in each communication.
You agree that any notice, agreements, disclosure, or other communications that we send to you electronically shall satisfy all legal communication requirements, including that such communications be in writing. Should you wish to opt out of e-mail communications, except for legal notices, please let us know by contacting unsubscribe@LyfeSpark.com. We will remove your e-mail from our database for such e-mails within a reasonable time period. Notwithstanding, our delay in complying with your opt-out request shall not be considered a breach of this Agreement.
You agree to hold harmless and indemnify us and our owners, directors, employees, independent contractors, other LyfeSpark® subscribers, and our Affiliates, from and against any Claims, including attorneys’ fees and costs, arising in any way from or related to
30) Legacy Contact.
You may designate a person to manage your account if it is memorialized in the event of your death or incapacitation (a “Legacy Contact”). Only your Legacy Contact identified in a valid will, a signed document expressing clear consent to disclose your content upon your death or incapacity, or as identified through our online designation process may access and seek consent to download an archive of certain information from your account. This includes Images, wall posts, profile and contact information, events, list of friends, or contacts. The Legacy Contact shall not receive messages, security and setting information, or advertising.
31) S. Government Restricted Rights/Export Restrictions.
In the event our Products and Services are being provided to the U.S. government or a quasi-governmental entity, the following applies:
SOFTWARE PROVIDED WITH RESTRICTED RIGHTS. If our Products and Services are used on behalf of a U.S. government agency or quasi-government agency, these Terms constitute the entire agreement between the government agency and us and are binding on government End Users in accordance with the policy stated at FAR Sec. 12.211 and 12.212 (nondefense agencies) or DFAR 227.7201 and 227.7202 (for defense agencies). Our Products and Services are commercial items, developed at private expense, and not under a government contract. Pursuant to FAR 12.212 (for nondefense agencies) and DFARS 227.7202-1 and 227.7202-3 (for defense agencies), the government’s rights in such software and related Products and Services are limited to those rights granted in these Terms.
You shall provide us with prompt notice of government inclusion. You warrant and represent that you shall not, directly or indirectly, export or transmit our Products and Services or technical data to any country to which such export or transmission is restricted by any applicable U.S. regulation or statute, without our prior written consent and, if required, the consent of the Bureau of Export Administration of the U.S. Department of Commerce or such other governmental entity as may have jurisdiction over such export or transmission. You agree to indemnify and hold us harmless from any Claims whatsoever, including, but not limited to, attorneys’ fees and costs, for any breach of this Section.
32) Choice of Law/Applicable Laws.
You agree that any legal problems or issues arising as a result of our Products and Services are subject to the Laws of the State of Arizona, U.S.A., unless U.S. Federal laws supersede, without giving effect to any principles of conflict of laws. Only the District Courts in the county in which we have our principal place of business or the U.S. District Court closest to our principal place of business shall have jurisdiction over matters concerning our Products and Services, including without limitation, User Content (the “Jurisdiction”). Further, you and we expressly and irrevocably consent to the personal jurisdiction and venue in this Jurisdiction for any violation of these Terms. You also agree that, in any Claim with us, you shall only assert Claims in an individual (non-class, non-representative) basis, and that you shall not seek or agree to serve as a named representative in a class action or seek relief on behalf of anyone other than yourself.
We administer our Products and Services from our offices in Arizona, USA. We make no representation that our Products and Services, including without limitation, the Sites and Information thereon, are appropriate or available for Use in your jurisdiction, and access to our Products and Services from territories where its content is illegal is prohibited. If you choose to access our Products and Services from outside the United States, you do so on your own initiative and are responsible for compliance with applicable Laws.
Any notice, request, demand, or other communication required under these Terms must be in writing and will be deemed sufficiently given upon delivery if provided to us and/or you (as appropriate under the circumstances) when hand-delivered or mailed, postage pre-paid, with confirmation of delivery. All such notices will become effective on the date of receipt.
Any notice to us should be provided to:
Questions or comments regarding these Terms may be sent to:
We have invested significant time and effort and will, over the course of your use of our Products and Services, continue to invest time and effort in furtherance of our businesses, which effort has and will cause the production of various trade secrets (as defined by U.S. Federal law) and other confidential information (collectively “Confidential Information”).
Confidential Information will be considered confidential and proprietary if it is stamped as “CONFIDENTIAL,” would reasonably be considered confidential under ordinary circumstances, or is identified as such by us to you. You agree to maintain Confidential Information as secret and will not use or disclose such Confidential Information to any third parties without our written authorization except as permitted herein.
Notwithstanding, Confidential Information, whether or not marked as CONFIDENTIAL, will include: patent applications before publicly available, source code, object code, marketing procedures and methodologies, training materials and procedures, onboarding deliverables, if any, reference guides, personnel information, customer and potential customer information, budgets, forecasts, and other financial or business information not generally made public.
Information will not be deemed to be confidential or proprietary which information you can adequately demonstrate (i) was known to you before disclosure by us; (ii) is now or hereafter becomes part of the public domain without your fault; or (iii) is disclosed to you on a non-confidential basis by a third party under no legal disability to make such a disclosure.
Disclosure of Confidential Information pursuant to this Section is not precluded if such disclosure is in compliance with a valid subpoena or order of a court or other governmental body of the United States or any political subdivision thereof; provided that if you are so required to disclose, you will first give advance notice to us of any such request for disclosure as promptly as is feasible in order that we may, in our discretion, seek a protective order or such other appropriate remedy as we deem necessary. Failing entry of a protective order, if you are, in the opinion of your counsel, compelled to disclose the Confidential Information, you will disclose only that portion of the Confidential Information as is legally required without liability hereunder.
You will not be held criminally or civilly liable under any U.S. Federal or state trade secret law for disclosing our trade secrets for the purpose of reporting or investigating a suspected violation of law, including a claim of retaliation for reporting a suspected violation of the law that is made (i) in confidence to a U.S. Federal, state, or local government official, either directly or indirectly, or to an attorney, as long as such disclosure is subject to a protective order or agreement to maintain confidentiality of the information; or (ii) is made pursuant to court order and filed under seal.
You acknowledge and agree that any breach of these obligations as to Confidential Information will cause us to suffer immediate, irreparable harm for which monetary damages alone would be an inadequate remedy. Accordingly, you agree that we are entitled to equitable relief, including injunctive relief and specific performance, against you for any breach of its obligations as to our Confidential Information, in addition to, and not to the exclusion of, all other remedies at law, in equity or otherwise under these Terms without the requirement of posting bond.
35) General Terms.
a) Reservation of Rights. All Products and Services remain our exclusive property. We reserve all rights not expressly granted to you. Any license to our Products and Services is non-exclusive and non-transferrable.
b) Assignability. We may assign all or part of our rights under these Terms in connection with a merger, acquisition, asset sale, operation of Law, or otherwise without notice to you. You may not assign your subscription, agreement, login information, or rights under these Terms to third parties for any reason without our written consent. There are no third-party beneficiaries to these Terms.
c) Claims. In the event you have knowledge of any Claim made by a third party against you, or referencing you, and relating in any manner to our Products and Services, you will promptly notify us at legal@LyfeSpark.com of such Claim. You will further assist us with all reasonable assistance in the defense of such Claim. No settlement shall be agreed upon without our involvement and approval.
d) Severability. If any provision of these Terms is held to be invalid, illegal, unenforceable, or in conflict with applicable Laws or public policy, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired and shall remain in full force and effect and the principals of both you and us (or a court in the Jurisdiction) will endeavour to modify that clause in a manner that gives effect to the intent of these Terms.
e) Language. These Terms are to be construed in the English language. Any translated copy provided is for convenience only. The English language shall control in the event of any contradiction between the English language version and a translated version. Further, any Claim must be made and determined in the English language.
f) Force Majeure. We will not be liable for any damages to you or to third parties for any delay or default in performance if such delay or default is caused by conditions beyond our control, including, but not limited to, acts of God, Government restrictions, regulations, Laws, or sequester, continuing domestic or international problems such as wars, threats of terrorism, or insurrections, strikes, fires, floods, work stoppages, or embargoes; provided, however, either you or we will have the right to terminate these Terms and any other agreement between us upon thirty (30) days prior written notice if our delay or default due to any of the above-mentioned causes continues for a period of two (2) months. No Fees shall be refunded in this event.
g) Bankruptcy. You hereby agree that in the event you file or has filed against you, with an order for relief being entered, a case under the Bankruptcy Code of 1978, as previously or hereafter amended, we shall be entitled to relief from the automatic stay of Section 362 of Title 11 of the U.S. Code, as amended, on or against the exercise of the rights and remedies available to us; and you hereby waive the benefits of such automatic stay and consent and agree to raise no objection to such relief. You further agree that we, in our sole discretion, may immediately terminate all agreements we have with you without Cure Period by means of a written notice to you in the event that a creditor or other claimant takes possession of, or a receiver, administrator or similar officer is appointed over any of your assets, or in the event that you make any voluntary arrangement with your creditors or become subject to any court or administration order pursuant to any U.S. Bankruptcy proceeding or insolvency law. You will promptly inform us of any intention to file a voluntary petition in bankruptcy or of another’s communicated intention to file an involuntary petition in bankruptcy against you.
h) Acceptance. These Terms are effective on your acceptance by checking the “I Accept” box. No further signature or execution is required to accept these Terms. You may download a copy of these Terms for your records.
i) Construction. Any reference to “herein” shall refer to these Terms and not to a specific Section. Headings and fonts are for convenience only. Anything that cannot be done “directly” under these Terms may also not be accomplished, and shall be a breach of these Terms, if done “indirectly.” Any limitation on the Use of our Products and Services or our tangible property or our Intellectual Property automatically includes a limitation on the use of such property “in whole or in part.” These Terms are not to be construed against the drafter.
j) Waiver. Waiver by either us of any provision of these Terms must be in writing to be effective. Waiver of any breach of any provision of the Terms will not constitute or operate as a waiver of breach of such provision on any other occasion nor a waiver of any breach of other provisions, nor will failure to enforce any provision operate as a waiver of such provision.
Sections 18-36 of these Terms and all subsections shall survive termination of your Use of our Products and Services and any other agreement you may have with us.