Terms and Conditions
VALR Terms and Conditions
This Terms and Conditions Agreement (“Agreement” or “Terms”) is accepted as of the date the user accepts this agreement by and between VALR (”us” or ”we”) and the party receiving the software and acting as the User (“User” or “you”). This Agreement governs your access to and use of our services. VALR operates a proprietary fitness application (the “Services”) delivered via our website, a mobile application, or an Apple Watch application (the “Website”).
Please read the Agreement carefully before using our services, as it is a legally binding contract.
- Acceptance. Please read these terms carefully. They constitute a binding legal agreement between you and us, and may carry important legal rights and implications. If you disagree with these Terms, you may not use our Website or Services. Your continued use of our Services, as evidenced by connecting to or logging into our Website, or by accessing or using our Website in any way, or by any use of our Services not through our Website, serves as our acknowledgement that you have read and understood the Terms contained in this document. From time to time, you may be notified of changes to these Terms, either via e-mail or via a prompt on our Website. In such cases, your acquiescence to these Terms may be evidenced by clicking “Yes” or “Accept,” or your continued use of our Website or any of our Services. You may not use our Website, Services, or Terms if you are (a) below the age of 18 (b) not of the legal age to form a binding contract in your jurisdiction with us, (c) for any other reason unable to enter into a binding contract with us. Moreover, your use of affiliated services and websites that may be used in conjunction with our Services may be governed by other agreements, terms of services, or similar between you and other service providers. At our sole discretion, we may disable your ability to use our Website and Services if we believe you are or have become unable to consent to these Terms, or consistent with elsewhere in this Agreement.
- Changes to Our Terms. From time to time, we may change our Terms. These Terms were last modified on August 1, 2020. Changes to our Terms may occur without notice to you. You may always find an updated version of the Terms at this web location. If you do not agree with any alterations in our Terms, you must discontinue your usage of our Website and our Services. You may also request that your user account, if any, be deleted or permanently disabled, and that we remove any information we may be holding specific to your usage of our Services. Information regarding how to disable your user account and to contact us is contained elsewhere in these Terms.
- Background. VALR hereby provides User the right to use the Services solely in accordance with the terms and conditions of this Agreement. VALR shall deliver the Services to User via the Website, a phone or watch application, or any other means as agreed upon by the Parties.
- Feedback. User agrees to provide to VALR data and direct feedback regarding the use, operation, performance, and functionality of the Services, usage statistics, fitness training information, and other information that may be used by VALR to assist in its development of its mobile training application (in aggregate, “Feedback”). Such Feedback shall include, but will not be limited to, information about operating results, User fitness performance, known or suspected bugs, errors or compatibility problems and user-desired features. User hereby grants to VALR a perpetual, irrevocable, worldwide, sublicensable, and royalty-free right to use and otherwise exploit the Feedback in any manner.
- Use. (a) User may use the Services, including any software embedded therein, solely for its internal use and not for the benefit of any third party, and solely for the intended purpose of the Services, which is to assist in athletic training. User acknowledges that the Services may only be used for personal training purposes. User agrees that it will not, and that this Agreement does not grant it any right to: (i) use the Services in the operation of its business or provision of services to any third party; (ii) rely upon the Services, or any data processed or produced by the Services, for purposes of making decisions related to the management of User’s business; or (iii) derive revenue from User’s use of the Services . (b) User further agrees that it will not (i) reproduce, modify, distribute, transfer, rent, lease, disclose, or make available to any third party any portion of the Services (or any related software or documentation) in any form; (ii) publish, translate, sublicense or assign, in whole or in part, any software embedded therein; (iii) reverse engineer, decompile, or disassemble any portion of the Services, or otherwise attempt to decrypt, extract or derive the source code for the software (or any parts thereof) embedded therein; (iv) access the Services in order to build a similar or competitive product or service; or (v) publish or disclose to any third party any performance or benchmark tests or analyses or other non-public information relating to the Services or the use thereof. The software is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. User will not remove any copyright or other proprietary notices from the Services or its software. (c) The parties agree that no fees will be payable under this Agreement in exchange for the rights granted and/or the use of the Services. User shall bear its own expenses in connection with exercising its rights or performing its obligations under this Agreement, including, without limitation, any and all expenses incurred in connection with utilization of the Services. (c) User acknowledges that the Services do not, and do not provide, medical advice, service, or care. User agrees not to solely rely on the Services for the diagnosis or treatment of any health problem or disease. The User agrees to consult a healthcare professional or another qualified healthcare provider on a regular and appropriate basis. If the User has any questions about whether the Services would be appropriate from a health perspective, User agrees to consult a healthcare professional or another qualified healthcare provider before using the Services.
- Third Party Code. Certain items of software code provided with the Services are subject to “open source” or “free software” licenses (“Third Party Code”). Such Third Party Code is opaquely embedded within the Services software and is not directly accessible by, nor does it interface directly with, User’s software or products, thereby avoiding any open source licensing contamination of User’s intellectual property. The Third Party Code is not subject to the terms and conditions of this Agreement, except when explicitly noted otherwise. Instead, each item of Third Party Code is licensed under the terms of the license that accompanies such Third Party Code. Nothing in this document limits User’s rights under, or grants User rights that supersede, the terms and conditions of any applicable license for the Third Party Code, including any rights to copy, modify, or distribute Third Party Code under the applicable license. If required by an applicable license, source code for such software will be made available by VALR or its supplier upon written request.
- Title. VALR and its suppliers will retain all right, title and interest in the Services and in all intellectual property rights therein, including without limitation all patent, trademark, trade name and copyright, whether registered or not registered. No license or other express or implied rights of any kind are granted or conveyed except for the limited internal license expressly provided above. The Services will remain VALR’s sole and exclusive property. User will not offer, loan, transfer, encumber, sell or otherwise dispose of the Services to any third party without having received prior written authorization from VALR.
- Termination. We may terminate this legal agreement with you, at any time, without notice, and at our sole discretion if (a) you have breached any provision of the Terms, or any law or rule or regulation, or we believe you intend to make such a breach, or we believe you are unable to comply with any provision of the Terms; or (b) we are required to do so by law; or (c) we cease operation or providing Services or our Website.
You may terminate your legal agreement with us at any time by (a) discontinuing the use of our Services, for example, if you have a user account with us, you must delete your user account or inform us of your desire to delete this account, or (b) affirmatively manifesting to us that you wish to terminate this legal agreement, such as by e-mailing us.
Our or your termination of this Agreement shall not in any way impact the rights you have agreed to as detailed in the Disclaimer of Warranties and Limitation of Liability, and General Provisions sections elsewhere in these Terms, or in any other section that explicitly notes it shall continue to be in effect after the expiration or termination of our relationship. These sections remain in effect, and therefore our protections remain in effect, so long as you or your successors in interest retain the ability to litigate any legal claim you may have against us, or any third party that may in any way implicate or involve us maintains such claims, and so long as you or your successors in interest remain liable for any civil or criminal claim arising out of or in any way implicating us or the use of our Website or Services.
- Return of Product. At the end of the Term or upon earlier termination, if User elects not to continue using the Services, then User will ensure that all of VALR’s confidential or proprietary information is deleted from the Services.
- Ongoing Design. User acknowledges that, due to the nature of the Services, as with any software development project there may be defects or deficiencies that make it unsuitable for use in any type of critical situation where failure of the Services to function properly could cause any form of loss to User or any third party (“Situation”). User agrees not to use the Services in any such Situation. User also acknowledge that the Services may or not work, may stop functioning at any time; that Services provided through the product may vary or change at any time, and/or that the information or content obtained through the product may or not be accurate. Under no circumstances will VALR be liable to User for any form of loss to User for usage of the Services or damages resulting from erroneous data. User’s participation under this Agreement does not constitute an obligation or commitment to purchase/license any upgraded commercial version of the Services if ever finally released or offered for sale by VALR.
- Safety. VALR emphasizes to User the importance of not overtraining. If User has any medical conditions or is thinking about starting an exercise program or engaging in strenuous or unusual physical activity, User agrees to consult a doctor or otherwise qualified health care provider prior to initiating physical activity. VALR emphasizes the importance of making safety the #1 priority. User acknowledges that physical training can be dangerous, resulting in injury or even death. User further acknowledges that, due to technical issues and heart rate monitor connectivity issues, any form of technology (including the Services) can issue guidance that might be difficult, erroneous, or even dangerous to follow. User agrees to discontinue use and consult a doctor if experiencing any discomfort, weakness, dizziness, or overexertion.
- Disclaimer of Warranties. VALR is providing the Services on an “AS IS” basis for use by User at its own risk. User acknowledges and agrees that VALR has no obligation under this Agreement to correct any defects or errors in the Services furnished to User under this Agreement, regardless of whether User informs VALR of such defects or errors or VALR otherwise becomes aware of such defects or errors VALR AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- Limitation of Liability. (a) User agrees that VALR AND ITS SUPPLIERS will not be responsible for any loss or damage to User, its customers, or third parties caused by failure of VALR OR THE SERVICES or failure of the SERVICES to function. USER WILL NOT PLACE PRODUCTION DATA ON THE SERVICES AND VALR WILL HAVE NO LIABILITY FOR ANY LOSS OF PRODUCTION DATA. in no event will VALR be liable for any special, consequential, exemplary, incidental, or indirect damages, including lost profits, in connection with the use of the SERVICES or other materials provided along with the SERVICES or in connection with any other claim arising from this Agreement, even if VALR has been advised of the possibility of such damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VALR’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER WILL NOT EXCEED THE AMOUNT OF ONE US DOLLARS ($1.00). (b) USER ACKNOWLEDGES THAT VALR IS NOT A MEDICAL SERVICE AND DOES NOT OFFER MEDICAL ADVICE. USER ACKNOWLEDGES THAT THE SERVICES IS NOT INTENDED FOR MEDICAL DIAGNOSIS OR DRUG PRESCRIPTION OR ADVICE CONCERNING WHICH DRUGS OR TREATMENT MAY BE APPROPRIATE FOR USER, AND USER AGREES TO DISREGARD ANY SUCH ADVICE IF DELIVERED THROUGH THE SERVICES. VALR DOES NOT ENDORSE SPECIFIC SERVICES, PROCEDURES, OPINIONS, OR OTHER INFORMATION THAT MAY BE MENTIONED OR DESCRIBED THROUGH THE SERVICES. IF USER RELIES ON ANY CONTENT OBTAINED BY USER OR THROUGH THE SERVICES, USER AGREES TO DO SO SOLELY AT USER’S OWN RISK. (c) ANY CONTENT OR INFORMATION ACCESSED OR RECEIVED THROUGH THE SERVICES, INCLUDING FROM ANY OTHER USERS OR THIRD PARTIES, ARE NOT INTENDED TO BE MEDICAL ADVICE. VALR ASSUMES NO RESPONSIBILITY FOR ANY ACT, OMISSION, ACTIVITY, SERVICE OF ANY USERS OR THIRD PARTIES. VALR DOES NOT GUARANTEE ANY RESULTS IN CONNECTION WITH THE SERVICES. (d) THE SERVICES, OR CONTENT OBTAINED THROUGH THE SERVICES, SHOULD NOT BE USED DURING A MEDICAL EMERGENCY OR FOR THE DIAGNOSIS OR TREATMENT OF ANY MEDICAL CONDITION. USER AGREES TO CONSULT A DOCTOR OR OTHER QUALIFIED HEALTH CARE PROVIDER IF USER HAS ANY QUESTIONS ABOUT A MEDICAL CONDITION, OR BEFORE TAKING ANY DRUG, CHANGING DIET, OR COMMENCING OR DISCONTINUING ANY COURSE OF TREATMENT. USER AGREES NOT TO IGNORE OR DELAY OBTAINING PROFESSIONAL MEDICAL ADVICE BECAUSE OF INFORMATION ACCESSED THROUGH THE PRODEUCT. USER AGREES TO CALL 911 OR A DOCTOR FOR ALL MEDICAL EMERGENCIES.
- Confidentiality. “Confidential Information” means any VALR information, whether disclosed orally or in written or any form of media, that is extracted from the Services, whether or not it is labeled as “confidential” or with a similar legend at the time of such disclosure, or that User knows or should have known is the confidential or proprietary information of VALR. User understands and agrees that the Services constitutes VALR confidential information and a trade secret and may be the subject of one or more patents, now or in the future. User will not use or disclose any Confidential Information except as expressly authorized by this Agreement and will protect the Confidential Information using the same degree of care that it uses with respect to its own confidential information, but in no event with safeguards less than a reasonably prudent business world exercise under similar circumstances. All Services related technical information, evaluation or reports supplied to or prepared by User are Confidential Information. Except as provided herein, User agrees not to permit any third party access to any materials generated by VALR or User regarding the Services without VALR’s advance written approval.
- Indemnification. You agree to indemnify and hold us (and our officers, directors, agents, affiliates, subsidiaries, joint ventures, investors, and employees) harmless from any cost, liability, charge, penalties, claim or demand, including attorneys’ fees, court costs, and other costs of collection, made by any third party due to or arising out of your breach of these Terms, or your violation of any law or the rights of a third party; or incurred by us as a result of your default under these Terms. Without impacting our rights as stated in this subsection, we reserve the right to assume the exclusive control of any matter subject to indemnification by you. Our assumption of this control does not excuse your indemnity obligations. You covenant that you will cooperate with assisting us in any way, and in asserting any available defense in such a situation. You agree not to settle any matter subject to indemnification
- Services Diagnostic Reporting. User acknowledges that the Services will store certain diagnostic information about the routine operations of the Services (including, without limitation, its performance, data reduction ratios, configuration data, and any hardware faults) and will periodically transmit this diagnostic information to VALR. User agrees that VALR has a perpetual, irrevocable, worldwide, sublicensable, and royalty-free right to use this diagnostic information in any manner and that User will not interfere with the collection or transmission of such information to VALR.
- General Provisions.
- 17.1. Governing Law and Venue. This Agreement will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different state. Each party hereby expressly consents to the personal jurisdiction and venue in the state and federal courts in Fairfax County, Virginia for any lawsuit filed there arising from or related to this Agreement.
- 17.2. Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
- 17.3. No Assignment. This Agreement, and User’s rights and obligations herein, may not be assigned, delegated, or transferred by User without VALR’s prior written consent, and any attempted assignment, delegation, or transfer in violation of the foregoing will be null and void.
- 17.4. Notices. All notices or other communications required under this Agreement will be in writing and will be delivered by personal delivery or by electronic mail, and will be deemed given upon personal delivery or upon confirmation of receipt. All other notices and communications may be made by email or other applicable method.
- 17.5. Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
- 17.6. Export. The Services and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. User agrees not to export, reexport, or transfer, directly or indirectly, the Services or any U.S. technical data acquired from VALR in violation of the United States export laws or regulations.
- 17.7. U.S. Government End Users. The Services, its software and related documentation, are “commercial items” as defined in 48 CFR 2.101 and their use is subject to the policies set forth in 48 CFR 12.211, 48 CFR 12.212 and 48 CFR 227.7202, as applicable.
- 17.8. Entire Agreement; Modification. This Agreement constitutes the entire agreement between the User and VALR and supersedes in their entirety any and all oral or written agreements previously existing between User and VALR with respect to the subject matter hereof. This Agreement may only be amended in a writing signed by duly authorized representatives of the parties. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.