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BIOSTRAP USA, LLC. 
TERMS AND CONDITIONS OF USE

1. ACCEPTANCE.

These Terms and Conditions of Use (the “Terms and Conditions”) are a legal agreement between Biostrap USA, LLC. (“Biostrap” “we”, “us”, or “our”) and the registered user (“you”, “your”, “yours”, “user”) and this agreement state the terms and conditions under which you may use the Biostrap Services as described below. By clicking “I Agree” or using the Biostrap website, mobile application or other Biostrap products or services you expressly agree to, and consent to be bound by, the most recent version of the Terms and Conditions found here and the Privacy Policy found here (the “Privacy Policy”). Please read these Terms and Conditions and the Privacy Policy carefully before accessing and using the Services. Biostrap may revise the Terms and Conditions and the Privacy Policy at any time without notice by updating the website and mobile application. You should visit this website periodically to review the most current versions. Your continued use of the Services means that you accept and agree to any revisions to the Terms and Conditions and the Privacy Policy. If you do not wish to be bound by these Terms and Conditions, please exit now and delete the application from your mobile device. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND Biostrap AND GOVERNS YOUR USE OF THE SERVICES DESCRIBED BELOW.

2. APPLICATION.

  1. Mobile Application. Biostrap is a developer of products and software that (i) allow the user to monitor, access and record biometric data and (ii) provide certain feedback with respect to such data (the “Services”). The “Application” means the self-contained program and software provided by Biostrap that provides support and processes the data collected by Biostrap’s products.
  2. Updates. In connection with providing the Services, Biostrap may elect to update the Application at any time. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the Application. You agree that Biostrap may automatically deliver such updates to you as part of the Services and you shall receive and install them as required.

3. REVISIONS:

Biostrap reserves the right to modify or terminate this agreement at any time and in any manner, in whole or in part, even though such changes may affect your membership or use of the website or the Application. We will post such modifications on our website. We may also place a special notice on the Services or communicate significant changes by email. You consent to our sending such updates to you at your registered email address if we so choose. You agree to review these changes periodically and to be bound by any modifications hereof.

4. ERRORS:

The information and materials appearing on Biostrap's website or as part of the Application could include technical, typographical, or photographic errors. We do not warrant that any of the information or materials on our website or contained in the Application are accurate, complete, or current. We may make changes to the information and materials contained on our website or in the Application at any time without notice. We do not, however, make any commitment to update the materials contained on our website or in the Application.

5. ELIGIBILITY.

To create an account and register for the Application and Services, you must be 13 years or older, provide your full legal name, a valid email address and phone number for you, and any other registration information requested to complete the signup process. The information we obtain through your use of this Application or Services, including your registration data, is subject to our Privacy Policy [link to policy]. If you are 13 or older but under the age of 18, you should review these Terms and Conditions and the Privacy Policy with your parent or guardian to make sure that you and your parent or guardian understand them.

6. COMPATIBILITY:

Use of the Services may require Biostrap products, the Application and/or Internet access. Biostrap does not guarantee that our Services or products are compatible with any third party product or service.

7. PHYSICAL ACTIVITY NOTICE:

The Application may include features that monitor, promote and suggest physical activity. Consider the risks involved and consult with your medical professional before engaging in any physical activity. Biostrap is not a licensed medical care provider and has no expertise in diagnosing, examining, or treating medical conditions of any kind, or in determining the effect of any specific exercise on a medical condition. You should consult with your physician before following any training suggestions or instructions you receive through the Services or participating in any event announced on or through the Services. Not all exercises or activities described on the Services are suitable for everyone. You should understand that when participating in any exercise or exercise program, there is the possibility of physical injury and/or death. Biostrap is not responsible or liable for any injuries or damages you may sustain that result from your use of, or inability to use, the features of the Services. If you think you may have a medical emergency, call your physician or 911 immediately. If you feel discomfort or pain, immediately stop the activity causing such discomfort or pain. People who have Type 1 diabetes or other adverse medical or nutritional conditions should not use the Services unless such use is directed and closely monitored by a physician. By using the Services, you represent that you have received consent from your physician to participate in the programs, workouts, and exercises described on the Services. If you engage in any exercise program you receive or learn about through the Services you agree that you do so at your own risk and are voluntarily participating in these activities.

8. ACCOUNT SECURITY.

By registering with Biostrap, you are the sole authorized user of your account. You are solely and fully responsible for maintaining the confidentiality of your account information, including your account password. Therefore, you must take steps to ensure that others do not gain access to your password and account. You are also responsible for all activities that occur in connection with your account using your password, whether or not such activity has been authorized by you. If you suspect that any unauthorized party is using your account, you agree to notify us immediately. Also, you may not transfer or share your account with anyone, and we reserve the right to immediately terminate your account if you do transfer or share your account. Biostrap is not responsible for any misuse of your account using your user information or password.

9. DEFAULT; TERMINATION.

Biostrap reserves the right to terminate or suspend the Services at any time in the event that you breach any provision of the Terms and Conditions. You may cancel your account or your use of the Services at any time and for any reason by providing email notice to contact@biostrap.com or by removing the Application from your device. Upon any termination, the rights and licenses granted to you herein shall terminate and you must cease all use of the Application and the Services. Biostrap shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension, including the removal and deletion of your information that may be in our possession.

10. PROPRIETARY RIGHTS; LICENSE.

  1. Proprietary Rights. All intellectual property on our website or within the Application (except for Customer Content (defined below)) is owned by Amigo, which includes materials protected by copyright, trademark, or patent laws. All trademarks, service marks and trade names (e.g., the Biostrap name and logo) are owned, registered and/or licensed by Biostrap. All content on our website or within the Application (except for Customer Content), including but not limited to text, software, scripts, code, designs, graphics, photos, sounds, music, videos, applications, interactive features and all other content is a collective work under the United States and other copyright laws and is the proprietary property of Biostrap.
  2. License. Biostrap hereby grants you a worldwide, non-exclusive, non-transferable, revocable license to use the Application for your personal use in accordance with these Terms and Conditions; provided, however, that you do not (and do not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to discover the source code (unless expressly permitted or required by law), sell, lease, sublicense, assign, grant a security interest in or otherwise transfer any right in the Application or the Services. Nothing contained in these Terms and Conditions shall be construed as conferring any license or right to use any trade mark, design right or copyright of Biostrap or any other third party.

11. APPLICATION CONTENT AND USE.

  1. Use of Application and Services. Your use of the Application and Services is subject to all applicable laws and regulations, and you are solely responsible to assure that your use of the Application and Services is in compliance therewith. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Application, use of the Services, or access to the Services without the express written permission of Biostrap. The Application and Services may not be used in connection with promoting anything, which in Biostrap’s sole discretion is, harmful, hateful, obscene, or unlawful. You must not use the Application or Services to transmit any worms, viruses or any code of a destructive nature.
  2. Customer Created Content. You are solely responsible for the content that you publish or display or transmit to others using the Application or the Services. You may not upload, share, post, or otherwise distribute or facilitate distribution of any content, including text, communications, software, images, data, or other information (collectively “Customer Content”), on the Application or using the Services that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, infringing on another’s copyright, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies. We neither endorse nor assume any liability for any Customer Content. However, we and our agents have the right in our sole discretion to remove any Customer Content that, in our judgment, does not comply with these Terms and Conditions or any other rules of consumer conduct for the Application or Services, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against us arising out of such removal of Customer Content. You promise that you own or control all rights in any Customer Content that you post on the Platform. You are responsible for ensuring that any Customer Content that you post does not, and will not, infringe or violate anyone else's rights, including copyright, trademark, patent, trade secret, privacy, publicity or other personal or proprietary rights. You promise not to submit Customer Content unless you are the owner or have permission from the owner to post such Customer Content and grant Biostrap all of the license rights granted in these Terms and Conditions. You shall be solely responsible to make and retain any copies of the Customer Content you need for your purposes before your account is terminated.
  3. License. We claim no intellectual property ownership rights over the material you create, upload to, or post through the Services or Application. While you retain all rights in the Customer Content, you grant us and our agents and affiliates a non-exclusive, royalty-free, transferable, perpetual, and worldwide right to copy, distribute, display, perform, publish, translate, adapt, modify, and otherwise use such materials for any purpose regardless of the form or medium (now known or not currently known) in which it is used, including but not limited to, display through the Services, and display on the Application for the purpose of demonstrating how our Services can be used.

12. DISRUPTION OF SERVICES.

You acknowledge and agree that from time to time the Services and the Application may be inaccessible or inoperable due to equipment malfunctions, periodic maintenance procedures, repairs or upgrades which Biostrap may undertake from time to time, service malfunctions and causes beyond the reasonable control of Biostrap or which are not reasonably foreseeable by Biostrap, including, without limitation, interruption or failure of telecommunication or digital transmission links, including delays or failures due to your hardware, Internet service provider, hostile network attacks, network congestion or other failures.

13. LINKS.

Biostrap’s website may contain links to websites, applications or other products or services operated by other companies (“Third-Party Platforms”). Biostrap does not endorse, monitor or have any control over these Third-Party Platforms, which have separate terms and conditions and privacy policies. Biostrap is not responsible for the content or policies of Third-Party Platforms. USE OF THIRD PARTY SERVICES OR CONTENT IS SOLELY AT YOUR OWN RISK. Biostrap MAY NOT BE HELD LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF ANY THIRD-PARTY PLATFORM.

14. DISCLAIMERS.

THE SERVICES AND THE APPLICATION ARE PROVIDED ‘AS IS’ WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TIMELINESS OF DATA TRANSMISSION, ACCURACY OF DATA OR DATA SETS, OR UPTIME AVAILABILITY. Biostrap DOES NOT WARRANT THAT THE APPLICATION OR THE SERVICES WILL BE FREE FROM ALL BUGS, ERRORS, OR OMISSIONS. Biostrap SPECIFICALLY DISCLAIMS ANY WARRANTY AS TO THE ACCURACY OF ANY THIRD-PARTY DATA, AND YOU ACKNOWLEDGE THAT SUCH THIRD-PARTY DATA IS OUTSIDE OF Biostrap’S CONTROL. Biostrap DOES NOT WARRANT THAT THE SERVICES WILL ACCOMPLISH ANY OF YOUR SPECIFIC OBJECTIVES OR WILL OPERATE ERROR FREE. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES OF THIS AGREEMENT. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTIES SET FORTH ABOVE FAIL THEIR ESSENTIAL PURPOSE. YOU FURTHER AGREE THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR OTHERWISE, YOU WILL NOT HOLD Biostrap LIABLE FOR ANY FAILURE OF THE APPLICATION OR SERVICES OR FOR ANY LOSS OF DATA. YOU AGREE THAT YOU WILL NOT HOLD Biostrap LIABLE FOR ANY THIRD-PARTY INFORMATION EVEN IF SUCH INFORMATION IS DISPLAYED ON, THROUGH, OR IN CONNECTION WITH THE APPLICATION OR SOFTWARE. YOU FURTHER AGREE THAT Biostrap WILL NOT BE LIABLE TO YOU FOR THE FAILURE OF THE APPLICATION’S PRIVACY SETTINGS TO LIMIT THE DISTRIBUTION AND SHARING OF YOUR CONTENT WITH OTHERS. YOU ALSO AGREE THAT Biostrap SHALL NOT BE RESPONSIBLE TO YOU FOR ANY DAMAGES CAUSED BY DATA PROVIDED BY THIRD PARTIES, DELAYS RESULTING FROM HARDWARE AND SYSTEMS OWNED AND CONTROLLED BY THIRD PARTIES (INCLUDING WITHOUT LIMITATION YOUR OWN DATA TRANSMISSION SPEEDS), DATA ENTRY ERRORS, USER ERRORS, OR ANY OTHER LIMITATIONS, ERRORS, OR DELAYS, THAT ARISE DURING THE TERM OF THIS AGREEMENT THAT CANNOT BE PREVENTED OR MITIGATED BY Biostrap.

15. LIMITATION OF LIABILITY.

You acknowledge and agree that in no event shall Biostrap be liable for any indirect, special, incidental, consequential (including, without limitation, lost profits, business interruption, or lost information), or other damages based in contract, tort or otherwise, arising out of your use of or inability to use the Application or the Services, even if Biostrap has been advised of the possibility of such damages. You further acknowledge and agree that Biostrap is not liable to you for any damage or alteration to your equipment including but not limited to computer equipment, handheld device or mobile telephones as a result of the installation or use of the Application or the Services. In the event that Biostrap is found to be liable to you for any damage or loss which is in any way connected with your use of the Application or the Services, Biostrap’s liability shall not exceed $100. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

16. INDEMNITY.

You agree to defend, indemnify and hold harmless Biostrap, its affiliates, employees, officers, agents, managers, members and successors and assigns from all damages and liability such persons may incur including, without limitation, reasonable attorneys’ fees, arising from or as a result of (i) you, or your employee’s or agent’s use of the Application or Services in breach of these Terms and Conditions, or (ii) any violation of law by you, your employees, or agents. This obligation shall survive the termination or expiration of these Terms and Conditions and/or your use of the Services.

17. SERVICE PROVIDER.

You acknowledge that the terms of any agreement with your respective mobile network provider will continue to apply when using the Application. Consequently, you may be charged by your mobile provider, or any applicable third parties, for access to its/their network connection services while you are accessing the Application or the Services. You accept responsibility for any such charges that arise.

18. GENERAL PROVISIONS.

  1. Entire Agreement; Amendment. These Terms and Conditions constitute the entire agreement between you and Biostrap with respect to the subject matter hereof, and replaces, amends and supersedes any prior agreements between you and Biostrap pertaining to the subject matter hereof.
  2. Governing Law. These Terms and Conditions will be governed and construed under the laws of the State of California without regard to conflict of laws.
  3. Mandatory Arbitration. Any controversy or claim arising out of or relating to these Terms and Conditions, or breach thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the American Arbitration Association in Los Angeles, California.
  4. Waiver/Severability. The waiver or failure of either party to exercise any right in any respect provided for herein shall not be deemed a waiver of any further right hereunder. If any provision of these Terms and Conditions is determined to be invalid or unenforceable under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of these Terms and Conditions shall remain enforceable.
  5. Force Majeure. If the performance of any part of these Terms and Conditions is prevented, hindered, delayed or otherwise made impracticable by reason of any cause or event not within the reasonable control of such party and without its fault or negligence, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.