TERMS AND CONDITIONS OF USE

Effective 8 June 2020

1) Please read these Terms of Use carefully before using Reshape

By using Reshape (the “Application”, “App”, “Service”) on any mobile phone, tablet or another device (collectively, “Device”), You (“You”) as a user of the App confirm that You have read, understand and agree to be bound by these Terms of Use and any other applicable law. Reshape Me, UAB (“we”, “us”, “our”, the “Company”,”Reshape Me, UAB”) with registered office at Lithuania, may change these Terms of Use at any time without notice, effective upon its posting to the App. Your continued use of the App shall be considered Your acceptance of the revised Terms of Use. If You do not agree to these Terms of Use, please do not use this App.

2)Scope of License

The App is licensed, not sold, to You. We grant you a non-exclusive, non-transferable, non-sublicensable, revocable limited license to run the App on Your device solely for the purpose of performing those functions and tasks available to You as an end user of the App. The availability of the App depends on the third party from which you downloaded the App (the “App Store’). You may be required to agree to additional terms and conditions before installing the App. You may not use the App on any device that You do not own or rightfully control or distribute or make the App available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the App. You may not copy (except as expressly permitted by this license or terms of the relevant App Store), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify or create derivative works of the App, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law). Any attempt to do so is a violation of our rights as a licensor. If You breach this restriction, You may be subject to criminal and civil liability.

3)Intellectual Property

The texts, graphics, videos, designs, logos, button icons, images, data compilations and information (“Content”) contained in the App are the intellectual property of Reshape Me, UAB and are protected by copyright laws. All logos and trademarks displayed in the App are registered trademarks or trademarks of or are used under license by Reshape Me, UAB. No trademarks may be used without prior written consent of Reshape Me, UAB. except to identify the products or services associated therewith. The app and all related software, and all patent rights (including patent applications and disclosures), copyrights, trade secrets, know-how, and any other intellectual property rights therein or relating thereto (including derivative works), are and shall remain the exclusive property of Reshape Me, UAB or its licensors.

4) Privacy

a) Please see the privacy policy available at http://blog.reshape.me/privacy-policy/. We may refuse or limit your access to the App if you refuse to accept our Privacy Policy. If you have a membership subscription and you do not accept or refuse to accept any new Privacy Policy that we might release in the future and that does not decrease or limit any of your existing rights, we may refuse or limit your access to the App without refunding any fees paid for your membership subscription. Your account will be put on hold, and no further automatic renewals of your subscription will be possible. You can still use the App once you accept such new Privacy Policy. 

b) We will need your active acceptance only if we materially change our Privacy Policy due to legal requirements or in a course of compliance procedures (for example, if we amend the types of personal data we collect from you, your rights, or change data processing purposes). For any technical or non-material changes your continued use of our Products will constitute a valid consent with such new Privacy Policy.

5) Legality of Use

a) By using the App, you hereby warrant that: (i) you are of legal age to enter into a binding agreement; (ii) all Content contained in any submission by you is either owned by you or rights have been granted to you permitting you to disseminate such Content as set forth in these Terms and Conditions; and (iii) the Content contained in any submissions by you does not infringe on the intellectual property rights of others, including but not limited to, copyright, trademark, patent, or trade secret rights. By uploading or posting your Content you give us the right and license to store, reproduce, modify, create derivative works of, publish, distribute, transfer, transmit, publicly display, publicly perform, and use your Content in connection with providing our Services. You agree that we can also make your Content available to other users of the Services, who may view and/or use your Content, subject to these Terms.

b) You shall not use the App: (i) to transmit any obscene, pornographic, or unlawful material, (ii) to transmit any material constituting libel, slander or defamation or to otherwise threaten or harass another person, (iii) to transmit any material which invades the rights to privacy of a third party, (iv) to transmit any material which violates the intellectual property rights of third parties; or (v) which is otherwise is unlawful or promotes or encourages illegal activity or abusive conduct. 

c)You accept full responsibility, assume all risk, and waive and/or release Us from any direct or indirect loss, injury, claim or damage arising from your use of the App, whether or not such use was appropriately supervised and regardless of whether you were negligent in such use. By using the App, you attest and verify that you are physically and mentally able to use the App, and knowingly accept and are fully aware of all risks associated with their use.

d) This App is not intended for children under 13 years of age. By using this this App, you represent and warrant that you are at least 13 years of age. If you are not 13 years of age or older, you must not access or use the App.

6) Fees and Payments

a) THIS IS A SUBSCRIPTION SERVICE THAT AUTOMATICALLY RENEWS. YOU MUST AFFIRMATIVELY CANCEL A SUBSCRIPTION (OR FREE TRIAL , IF APPLICABLE) AT LEAST 24 HOURS BEFORE THE END OF THE FREE TRIAL OR THE CURRENT SUBSCRIPTION PERIOD TO AVOID BEING CHARGED. IF YOU ARE UNSURE HOW TO CANCEL A SUBSCRIPTION OR A FREE TRIAL, PLEASE VISIT THE APPLICABLE APP STORE  (OR, IF YOU SUBSCRIBE VIA OUR WEBSITE, OUR ONLINE STORE). DELETING THE APP DOES NOT CANCEL YOUR SUBSCRIPTION (OR FREE TRIALS).. YOU MAY WISH TO MAKE A PRINTSCREEN OF THIS INFORMATION FOR YOUR REFERENCE.

b) The Service is offered on a subscription basis for a fee. You will pay Us the applicable fees (and any related taxes and costs) as they become due. You further authorize us to provide your payment information to any third parties as necessary to effectuate your subscription and to charge your payment method for any amounts due.

c) To the maximum extent permitted by applicable laws, we may change subscription fees at any time. We will give You a reasonable notice of any such pricing changes by posting the new prices on or through the App and/or by sending You an email notification. If You do not wish to pay the new fees, You must cancel the applicable subscription prior to the change going into effect.

d) You authorize Us to automatically charge the applicable fees for your subscription (including any renewal term) to the payment method that You submit.

e) By signing up for certain subscriptions, You agree that Your subscription may be automatically renewed. Unless You cancel Your subscription You authorize Us to charge You for any and all renewal terms. The period of auto-renewal will be the same as Your initial subscription period unless otherwise disclosed to You on the Service. The renewal rate will be no more than the rate for the immediately prior subscription period, excluding any promotional and discount pricing, unless we notify You of a rate change prior to Your auto-renewal. You must cancel Your subscription in accordance with the cancellation procedures disclosed to You for the particular subscription. WHILE YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME, WE WILL NOT REFUND ANY PORTION OF YOUR SUBSCRIPTION FEES OR PRORATE FEES FOR A CANCELLED SUBSCRIPTION.

f) We may offer a free trial subscription for the Service. The free trial provides You with access to the Service for a limited period of time without charge, with details specified when You sign up for the offer. Unless You cancel before the end of the free trial, or unless otherwise stated, after expiration of the free trial period Your access to the Service will automatically continue and You will be billed the applicable fees for the Service. We may send You a reminder when Your free trial is about to end, but we do not guarantee any such notifications. It is ultimately Your responsibility to know when the free trial will end. We reserve the right, in our absolute discretion, to modify or terminate any free trial offer, Your access to the Service during the free trial, or any of these terms without notice and with no liability. We reserve the right to limit Your ability to take advantage of multiple free trials.

g) The Service and Your rights to use it expire at the end of the paid period of Your subscription. If You do not pay the fees or charges due or if you otherwise breach this agreement, 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 Service immediately (and may do so without notice).

h) We have appointed Paddle.Com as a reseller and Merchant of Record. Where the sale is conducted by Paddle.com, your relationship with Paddle is governed by the following Terms and Conditions https://paddle.com/legal-buyers/ and Privacy Policy https://paddle.com/privacy-buyers. You authorize Paddle.Com to charge you any fees owed to Us pursuant to this paragraph, including but not limited to subscription fees and any renewal fees, and You agree to contact Paddle.Com support for any payment or billing related information for such purchases.

i) The App can be downloaded for free from an App Store. Subscriptions purchased via an App Store are subject to such App Store’s refund policies, and you authorize the App Store to charge you any fees owed to Us pursuant to this paragraph, including but not limited to subscription fees and any renewal fees. This means You will have to contact the applicable App Store support for any payment or billing related information for subscriptions purchased via an App Store.

7) Disclaimer of All Warranties

a) THE APP, CONTENT AND OTHER ASPECTS OF THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APP, CONTENT AND OTHER ASPECTS OF THE SERVICE ARE PROVIDED WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, INTEGRATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. THE COMPANY AND ITS AFFILIATES, LICENSORS AND SUPPLIERS DO NOT WARRANT THAT: (I) THE SERVICE, CONTENT OR OTHER INFORMATION WILL BE TIMELY, ACCURATE, RELIABLE OR CORRECT; (II) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR PLACE; (III) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (IV) THE SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) ANY RESULT OR OUTCOME CAN BE ACHIEVED.

b) The App or the Service may display ads with links to content or services provided by third parties (“Third Party Ads”). These Third Party Ads are not under Our control, and We are not responsible for their content, services, performance, operation, availability, business practices or policies. We are providing these Third Party Ads to You only as a convenience but We do not endorse or recommend their content or services and cannot be held responsible for such third party content or services. If You access Third Party Ads, you do this entirely at Your own risk and any charges or obligations You incur in Your dealings with these third parties are Your sole responsibility. The websites available through the Third Party Ads are subject to their own terms and policies, including privacy and data gathering practices.

c) You agree and acknowledge that the App does not provide and is not a substitute for medical advice and that We are not a provider of medical services. Do not use the App for medical advice or to otherwise diagnose or treat a health problem. Before starting any diet or exercise program, or if You have questions or concerns about your health, consult with Your physician or other healthcare professional. As set forth in more detail above, We shall have no liability for, and You assume any and all risks associated with, Your use of the App or any activity You undertake in conjunction therewith. 

8)Limitation on Liability

a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE (AND OUR AFFILIATES) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, HEALTH-RELATED DAMAGES, OR DAMAGES FOR BODILY INJURY OR DEATH, ARISING FROM OR IN ANY WAY CONNECTED TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICE (INCLUDING THE APP OR CONTENT), OR THIRD PARTY ADS, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICE (INCLUDING THE APP, CONTENT AND USER CONTENT) AND THIRD PARTY ADS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTING SYSTEM OR LOSS OF DATA RESULTING THEREFROM.

b) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, YOU AGREE THAT THE AGGREGATE LIABILITY OF THE COMPANY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM THE USE OF THE APP, CONTENT OR SERVICE IS LIMITED TO THE GREATER OF (I) FIFTY DOLLARS, OR (II) THE AMOUNTS YOU HAVE PAID TO US FOR ACCESS TO AND USE OF THE SERVICE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE TERMS BETWEEN THE COMPANY AND YOU.

c) SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

9) Indemnity

a) You agree to defend, indemnify, and hold Us harmless including Our officers, directors, employees, agents, subcontractors, licensors and suppliers, any of Our affiliated companies or organizations, and any successors, assigns or licensees, from and against any claims, actions or demands, damages, losses, liabilities, judgments, settlements, costs or expenses (including attorneys’ fees and costs) arising directly or indirectly from or relating to (i) the breach of these Terms of Use by You or anyone using Your computer, mobile device, password or login information; (ii) any claim, loss or damage experienced from Your use or attempted use of (or inability to use) the Application; (iii) Your violation of any law or regulation or infringement of the Intellectual Property rights of a third party; or (iv) any other matter for which You are responsible under this Terms of Use or under any applicable law. You agree that Your use of the Application shall be in compliance with all applicable laws, regulations, and guidelines.

b) We reserve the right to assume the exclusive defense and control of any demand, claim or action arising hereunder or in connection with the App and all negotiations for settlement or compromise, at Your sole cost. You agree to fully cooperate with Us in the defense of any such demand, claim, action, settlement or compromise negotiations, as requested by Us.

10)Termination

a) These Terms of Use are effective until terminated by either You or Us. You may terminate this Terms of Use at any time, provided that You discontinue any further use of the Application. If You violate these Terms of Use, our permission to You to use the Application automatically terminates.

b) We, however, may, in our sole discretion, terminate these Terms of Use and Your access to any part or all of the Application, at any time and for any reason, without penalty or liability to You or any third party. In the event of Your breach of these Terms of Use, these actions are in addition to and not in lieu or as limitation of any other right or remedy that may be available to us. Any provisions of these Terms of Use that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, including but not limited to Intellectual Property, Disclaimer, Limitations of Liability, Indemnity, Choice of Law and Dispute Resolution, Entire Agreement and Severability, shall be deemed to survive for as long as necessary to fulfill such purposes.

11) Governing Law

The laws of Lithuania, excluding its conflicts of law principles, govern these Terms and your use of the Service. To the extent that any action relating to any dispute hereunder is permitted to be brought in a court of law, such action will be subject to the exclusive jurisdiction of:

a) the state and federal courts of the State of Delaware, in each case in the City of Wilmington, County of New Castle, if you are a resident of the United States; or

b) the courts of the Republic of Lithuania, if you are not a resident of the United States;

and you hereby irrevocably submit to personal jurisdiction and venue in such courts, and waive any defense of improper venue or inconvenient forum.

12) Limitation of Time to File Claims. 

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

13)Entire Agreement

These Terms of Use and Application Privacy Policy constitute the entire agreement between You and us pertaining to the subject matter hereof. Anything contained in or delivered through the App that is inconsistent with or conflicts with the terms of these Terms of Use is superseded by the terms of these Terms of Use. This Terms of Use may not be modified, in whole or in part, except as described elsewhere in these Terms of Use.

14) Severability

If any of the provisions of these Terms of Use are held to be not enforceable by a court or other tribunal of competent jurisdiction, then such provisions shall be amended, limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect.

15) Assignability

You may not assign or transfer these Terms of Use, by operation of law or otherwise, without our prior written and explicit consent. You agree that these Terms of Use, Application Privacy Policy and/or the agreement between You and us in general may be assigned by us, in our sole discretion to any third party.

16) Contact Us

All notices to You relating to these Terms of Use shall be notified to You either via the Application or via e-mail that You provided to us.

Please submit any notices to us relating to these Terms of Use via email to hello@reshape.me