Terms & Conditions

Effective Date: These Terms & Conditions were last updated on September 13, 2018.

READ THESE TERMS & CONDITIONS CAREFULLY BEFORE ACCESSING SHAPEAPP APPLICATION ANY SHAPEAPP SERVICES OR THIS WEBSITE. IF YOU DO NOT AGREE TO THESE TERMS & CONDITIONS YOU ARE NOT ALLOWED TO USE THE SHAPEAPP APPLICATION, ANY SHAPEAPP SERVICES AND THIS WEBSITE AND MUST LEAVE THIS WEBSITE, CEASE USING THE SERVICES AND THE SHAPEAPP APPLICATION IMMEDIATELY.

THIS AGREEMENT CONTAINS A BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER PROVISION IN THE "BINDING INDIVIDUAL ARBITRATION" SECTION THAT AFFECTS YOUR RIGHTS UNDER THIS AGREEMENT WITH RESPECT TO ANY "DISPUTE" (AS DEFINED BELOW) BETWEEN YOU AND SHAPEAPP, ITS AFFILIATES, PARENTS OR SUBSIDIARIES (COLLECTIVELY, "SHAPEAPP  ENTITIES"). YOU HAVE A RIGHT TO OPT OUT OF THE BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS AS DESCRIBED IN THE "BINDING INDIVIDUAL ARBITRATION" SECTION.

TO ACCEPT THESE TERMS AND CREATE AN ACCOUNT, YOU MUST BE AN ADULT OF LEGAL AGE OF MAJORITY IN THE COUNTRY IN WHICH YOUR ACCOUNT IS REGISTERED. YOU ARE LEGALLY AND FINANCIALLY RESPONSIBLE FOR ALL ACTIONS ON YOUR ACCOUNT, INCLUDING THE ACTIONS OF CHILDREN AND ANYONE ELSE WITH ACCESS TO YOUR ACCOUNT.

These Terms & Conditions (the “Agreement”) sets forth the standards of use of ShapeApp mobile fitness application (the “Service”) provided to you by ZJKN LLC, a Delaware limited liability company with its offices at  8 the Green, Suite A, Dover, Delaware, 19901 (“ShapeApp” or “we”). By using the ShapeApp website http://shapeuapp.com  (the “Website”) or the ShapeApp mobile fitness application (the “App”) you (or the “Member”) agree to the Agreement. If you do not agree to the Agreement, you should not install the App or if you have already installed it you should immediately cease all usage of the App. We reserve the right, at any time, to modify, alter, or update the Agreement without prior notice. Modifications shall become effective immediately upon being posted at our Website. Your continued use of the Service after amendments are posted constitutes an acknowledgement and acceptance of the Agreement and its modifications. Except as provided in this paragraph, this Agreement may not be amended.

  1. General Description

The goal of ShapeApp is to help people lead a healthy way of life through eating healthy food. The App offer fitness-related content, features, functionality and other information and services (based on healthy food, easy exercise and motivation) including, without limitation, viral, embeddable or application/device-based features and related technology, also when accessed via the Internet, mobile or other device.

Please note that we developed the App for informational purposes only! YOU MUST ALWAYS CONSULT YOUR PHYSICIAN OR DOCTOR BEFORE STARTING ANY FITNESS PROGRAM OR DIET. By agreeing to this Agreement you confirm that you are solely responsible for your state of health.

ShapeApp is providing Member with the Service via the Site or App. Member must provide (1) all equipment necessary for their own Internet connection, including computer and modem and (2) provide for Member's access to the Internet, and (3) pay any fees relate with such connection.

By using the App, you agree to only use the Service that are publicly accessible or to which you are properly enrolled or subscribed. Additional Services may be made available from time to time, with respect to which additional terms and conditions may be imposed by ShapeApp via a separate click through or signed agreement.

Your right to use the App and Service is limited in scope, revocable, personal, non-transferable and non-exclusive. Provided that you comply at all times with this Agreement and any separate agreement between you and ShapeApp and subject to the limitations set forth herein, you are authorized to access the App and, to the extent you are eligible or otherwise subscribe the Service. You are responsible for obtaining any equipment and Internet service necessary to access the App and Service.

Except as expressly set forth in this Agreement or other written agreement between you and ShapeApp, no license or other right in or to the App or Service are granted to you, by implication, estoppel, or otherwise, and all such licenses and rights are hereby reserved.

1.1 Registration, Terms of Use, Password

The App is free to use for the first 3 or 7 days after the registration in the App (trial period). After 3 or 7 days from the registration in the App your iTunes Account will be automatically charged for the monthly or annual subscription fee, depending on your subscription plan. The registration is made by entering the e-mail address or via the single sign-on of Facebook or GooglePlus in the dialog window or menu item provided in the App. You, as the user of the App, represent and warrant that you:

 

 

By filling out and submitting the registration form you apply to create a user account for the App. With the subsequent confirmation or execution of the registration by the ShapeApp comes a utilization relationship, which entitles the user to use all services and functions of the App.

The use and registration in the App is permitted only for private purposes. There is no claim to register or to register and to use the corresponding services and functions of the App. You are obliged to provide complete and correct information. Only one user account in the App can be set up per user. The transfer or sale of a user account to third parties for their own purposes is strictly prohibited.

With the registration, the user-selected password is assigned to each user account. You may not disclose or make access to the password to third parties and you have to keep it carefully in order to avoid abuses. You are obliged to notify ShapeApp immediately if the password has been lost or if you are aware that unauthorized third parties have been informed of the password. You are liable for any misuse of third parties under your password, provided you do not prove that such misuse was not at your fault.

A simple guide to using the App can be found at the first opening of the App.

By using the App or the Website you hereby warrant that: (i) all information contained in any submission by you is either owned by you or rights have been granted to you permitting you to disseminate the information as set forth in this Agreement; and (ii) the information 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. 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 or of the Website, whether or not such use was appropriately supervised and regardless of whether you were negligent in such use. By using the App or of the Website, you attest and verify that you are physically and mentally able to use the App or of the Website, and knowingly accept and are fully aware of all risks associated with their use.

1.2 Fees

Subscriptions with a trial period: our subscriptions include a free trial period of 3 or 7 days from the date of registering in the App, where you can experience the App at no cost. The App offers monthly 6 month and annual subscription options. Payment will be charged to iTunes Account at confirmation of purchase. Paid subscriptions automatically renew until cancelled in the ‘manage subscriptions’ section of your account settings. We will notify you if the price of a paid subscription increases and, if required, seek your consent to continue. You will be charged no more than 24 hours prior to the start of the latest paid subscription period. If you decide to unsubscribe from a paid subscription before we start charging your payment method, cancel the subscription before the free trial ends.

Monthly subscription fee: $ 9.99

6 month subscription fee: $ 49.99

Annual subscription fee: $ 89.99

  1. User Conduct

You may not use the App, the Website or the Service to:

 

You shall not: (a) modify, adapt or create derivative works based on the Website, the App, the Service available from ShapeApp or the App’s content; (b) "frame" or "mirror" any content or create Internet “links” to or from the site; or (c) disassemble, reverse engineer, or decompile the Service provided via this App or its content, or access the App or its content in order to build a competitive App or service, build a App or service using similar ideas, features, functions or graphics, or copy any ideas, features, functions or graphics.

Any special rules for the use of certain content accessible through Service available through this App may be included elsewhere within the Website and are incorporated into this Agreement by reference.

ShapeApp reserves the right, without prior notice and in its sole discretion, to decide whether any Member violates the Agreement for any of the above reasons or for any other reason, and if so, to remove offending content and/or terminate your access to the Website, the App and/or the Service.

  1. Disclaimer of Warranties

The App, the Services and the Website are provided by ShapeApp on an "as is" and on an "as available" basis. All content and features of the App, the Services and the Website are subject to change or termination without notice in the sole discretion of ShapeApp.

To the fullest extent permitted by applicable law, ShapeApp makes no representations or warranties of any kind, express or implied, regarding the use or the results of the App, the Services and the Website in terms of its correctness, accuracy, reliability, completeness or otherwise. ShapeApp shall have no liability for any interruptions in the use of the App, the Services and the Website, or for failing to correct defects, or for viruses or other harmful components spread by or through them. ShapeApp disclaims all warranties with regard to the information provided, including the implied warranties of merchantability and fitness for a particular purpose, and non-infringement. Some jurisdictions do not allow the exclusion of implied warranties; therefore the above-referenced exclusion is inapplicable.

  1. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED UNDER THE APPLICABLE LAW, SHAPEAPP SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR SHAPEAPP SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF USE, ARISING OUT OF OR RELATED TO, OR THE USE OF OR THE INABILITY TO USE, THE SERVICE, THIS WEBSITE OR THE INFORMATION CONTAINED IN IT, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF SHAPEAPP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SOME OF THE ABOVE LIMITATIONS IS INAPPLICABLE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW THE TOTAL LIABILITY OF THE SHAPEAPP WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THIS AGREEMENT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO ONE THOUSAND US DOLLARS ($ 1000,00).

  1. Modifications and Interruption to Service

ShapeApp reserves the right to modify or discontinue the Service with or without notice to the Member. ShapeApp shall not be liable to Member or any third party should ShapeApp exercise its right to modify or discontinue the Service. Member acknowledges and accepts that ShapeApp does not guarantee continuous, uninterrupted or secure access to the App and operation of the App may be interfered with or adversely affected by numerous factors or circumstances outside of our control.

  1. Third-Party Sites

The App or the Website may include links to other sites on the Internet that are owned and operated by online merchants and other third parties. You acknowledge that we are not responsible for the availability of, or the content located on or through, any third-party site. You should contact the site administrator or webmaster for those third-party sites if you have any concerns regarding such links or the content located on such sites. Your use of those third-party sites is subject to the terms of use and privacy policies of each site, and we are not responsible therein. We encourage all Members to review said privacy policies of third-parties' sites.

  1. Disclaimer Regarding Accuracy of Vendor Information

No reference to any third party or third party product or service shall be construed as an approval or endorsement by ShapeApp of that third party or of any third party product or service. ShapeApp makes no representations or warranties as to the accuracy or reliability of any information provided on this App. ShapeApp makes no warranties or representations whatsoever with regard to any product provided or offered by any third party, and you acknowledge that any reliance on representations and warranties provided by any third party shall be at your own risk.

  1. Governing Law

Our App is operated and provided in the Commonwealth of Massachusetts. As such, we are subject to the laws of the Commonwealth of Massachusetts, and such laws will govern this Agreement, without giving effect to any choice of law rules. We make no representation that our App or other services are appropriate, legal or available for use in other locations. Accordingly, if you choose to access our site you agree to do so subject to the internal laws of the Commonwealth of Massachusetts.

  1. Compliance with Laws

Member assumes all knowledge of applicable law and is responsible for compliance with any such laws. Member may not use the Service in any way that violates applicable state, federal, or international laws, regulations or other government requirements. Member further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.

  1. Botnets

ShapeApp retains the right, at our sole discretion, to terminate any accounts involved with botnets and related activities. If any hostnames are used as command and control points for botnets, ShapeApp reserves the right to direct the involved hostnames to a honeypot, loopback address, logging facility, or any other destination at our discretion. ShapeApp does not support the use of anonymous proxies, including Virtual Private Networks (VPNs) and reserves the right to terminate service for any device found to be using an anonymous proxy or VPN.

  1. Notice and Takedown Procedure

If you believe any materials accessible on or from this App infringe your copyright, you may request removal of those materials (or access thereto) from this App by contacting ShapeApp’s copyright agent (identified below) and providing the following information:

 

ShapeApp's contact for copyright issues relating to this App is as follows:

ZJKN LLC

8 the Green, Suite A

Dover, Delaware, 19901

support@shapeuapp.com

Attn: Legal Department

 

In an effort to protect the rights of copyright owners, ShapeApp maintains a policy for the termination, in appropriate circumstances, of subscribers and account holders of this App who are repeat infringers.

  1. Indemnification

You agree to indemnify, defend and hold harmless ShapeApp, its affiliates, officers, directors, employees, consultants, agents, representatives, licensors, and suppliers, from any and all claims, losses, liability, damages and/or costs (including reasonable attorneys’ fees and costs) arising out of or relating to (1) your use of the App, the Website or Service; (2) your violation of this Agreement, including without limitation any representations and warranties hereunder and any agreements incorporated by reference; and/or (3) your infringement, or infringement by any other user of your account(s), of any intellectual property or other right of any person or entity.

  1. Copyright Information

All content included or available on this App, including design, text, graphics, interfaces, and the selection and arrangements thereof is ©2018 ZJKN LLC, with all rights reserved, or is the property of ShapeApp and/or third party licensors protected by intellectual property rights. Any use of materials on the App, including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of ShapeApp is strictly prohibited. Members agree that they will not use any robot, spider, or other automatic device, or manual process to monitor or copy our web pages or the content contained therein without prior written permission of an authorized officer of ShapeApp Any use of the content not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark, and other laws.

  1. Binding Individual Arbitration

    Purpose. The term "Dispute" means any dispute, claim, or controversy between you and any of the ShapeApp Entities regarding any Services, whether based in contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, and includes the validity, enforceability or scope of this "BINDING INDIVIDUAL ARBITRATION" section (with the exception of the enforceability of the Class Action Waiver clause below). "Dispute" is to be given the broadest possible meaning that will be enforced. If you have a Dispute with any ShapeApp Entity or any of a ShapeApp Entity's officers, directors, employees and agents that cannot be resolved through negotiation within the time frame described in the "Notice of Dispute" clause below, you and the ShapeApp Entity that you have a Dispute with agree to seek resolution of the Dispute only through arbitration of that Dispute in accordance with the terms of this section, and not litigate any Dispute in court, except for those matters listed in the Exclusions from Arbitration clause. Arbitration means that the Dispute will be resolved by a neutral arbitrator instead of in a court by a judge or jury.

    EXCLUSIONS FROM ARBITRATION. YOU AND THE SHAPEAPP ENTITIES AGREE THAT ANY CLAIM FILED BY YOU OR BY A SHAPEAPP ENTITY IN SMALL CLAIMS COURT ARE NOT SUBJECT TO THE ARBITRATION TERMS CONTAINED IN THIS SECTION.

    RIGHT TO OPT OUT OF BINDING ARBITRATION AND CLASS ACTION WAIVER WITHIN 30 DAYS. IF YOU DO NOT WISH TO BE BOUND BY THE BINDING ARBITRATION AND CLASS ACTION WAIVER IN THIS SECTION, YOU MUST NOTIFY US IN WRITING WITHIN 30 DAYS OF THE DATE THAT YOU ACCEPT THIS AGREEMENT UNLESS A LONGER PERIOD IS REQUIRED BY APPLICABLE LAW. YOUR WRITTEN NOTIFICATION MUST BE MAILED TO 8 THE GREEN, SUITE A, DOVER, DELAWARE, 19901, ATTN: LEGAL DEPARTMENT/ARBITRATION AND MUST INCLUDE: (1) YOUR NAME, (2) YOUR ADDRESS, (3) YOUR EMAIL, AND (4) A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH ANY SHAPEAPP ENTITY THROUGH ARBITRATION.

    Notice of Dispute. IF YOU HAVE A DISPUTE WITH ANY SHAPEAPP ENTITY, YOU MUST SEND WRITTEN NOTICE TO 8 THE GREEN, SUITE A, DOVER, DELAWARE, 19901, ATTN: LEGAL DEPARTMENT/ARBITRATION, ATTN: LEGAL DEPARTMENT: DISPUTE RESOLUTION, TO GIVE THE SHAPEAPP ENTITY YOU HAVE A DISPUTE WITH THE OPPORTUNITY TO RESOLVE THE DISPUTE INFORMALLY THROUGH NEGOTIATION. You agree to negotiate resolution of the Dispute in good faith for no less than 60 days after you provide notice of the Dispute. If the ShapeApp Entity you have a Dispute with does not resolve your Dispute within 60 days from receipt of notice of the Dispute, you or the ShapeApp Entity you have a Dispute with may pursue your claim in arbitration pursuant to the terms in this section.

    Class Action Waiver. ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND THE SHAPEAPP ENTITY WITH WHICH YOU HAVE A DISPUTE SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION. THIS PROVISION DOES NOT PRECLUDE YOUR PARTICIPATION AS A MEMBER IN A CLASS ACTION FILED ON OR BEFORE AUGUST 20, 2011. THIS PROVISION IS NOT APPLICABLE TO THE EXTENT THIS WAIVER IS PROHIBITED BY LAW.

    Initiation of Arbitration Proceeding/Selection of Arbitrator. If you or the ShapeApp Entity you have a Dispute with elect to resolve your Dispute through arbitration, the party initiating the arbitration proceeding may initiate it with the American Arbitration Association ("AAA"), www.adr.org, or JAMS www.jamsadr.com. The terms of this section govern in the event they conflict with the rules of the arbitration organization selected by the parties.

    Arbitration Procedures. Because the software and/or service provided to you by the ShapeApp Entity you have a Dispute with concern interstate commerce, the Federal Arbitration Act ("FAA") governs the arbitrability of all Disputes. However, applicable federal or state law may also apply to the substance of any Disputes. For claims of less than $75,000, the AAA's Supplementary Procedures for Consumer-Related Disputes ("Supplementary Procedures") shall apply including the schedule of arbitration fees set forth in Section C-8 of the Supplementary Procedures; for claims over $75,000, the AAA's Commercial Arbitration Rules and relevant fee schedules for non-class action proceedings shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. Further, if your claims do not exceed $75,000 and you provided notice to and negotiated in good faith with the ShapeApp Entity you had a Dispute with as described above, if the arbitrator finds that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorneys' fees and costs as determined by the arbitrator, in addition to any rights to recover the same under controlling state or federal law afforded to the ShapeApp Entity you have a Dispute with or you. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. The award will be binding and final, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.

    Location of Arbitration. You or the ShapeApp Entity you have a Dispute with may initiate arbitration in either Suffolk County, Massachusetts or the United States county in which you reside. In the event that you select the county of your United States residence, the ShapeApp Entity you have a Dispute with may transfer the arbitration to Suffolk County, Massachusetts in the event that it agrees to pay any additional fees or costs you incur as a result of the change in location as determined by the arbitrator.

    Severability. If any clause within this section (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this section, and the remainder of this section will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire section will be unenforceable, and the Dispute will be decided by a court and you and the ShapeApp Entity you have a dispute with each agree to waive in that instance, to the fullest extent allowed by law, any trial by jury.

    Continuation. This section survives any termination of this Agreement or the provision of Services to you.
  2. Other Terms

If any provision of this Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. You agree that this Agreement and any other agreements referenced herein may be assigned by ShapeApp, in our sole discretion, to a third party in the event of a merger or acquisition, but that you may not assign or transfer this Agreement without prior written consent of ShapeApp. This Agreement are the entire agreement between the parties relating to the subject matter herein, supersedes all previous communications, understandings and agreements (whether oral or written) and shall not be modified except in writing signed by both parties, in your express acceptance of other terms in the course of your use of this App or by posting by of new Agreement from time to time; provided that, if you have an existing click through agreement or written agreement with ShapeApp, that existing click through agreement or written agreement shall continue in full force and effect without amendment by this Agreement. Member agrees that by accepting this Agreement, Member is consenting to the use and disclosure of their personally identifiable information and other practices described in our Privacy Policy. This Agreement do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Neither party is authorized to assume or create any obligation or responsibility on behalf of, or in the name of, the other or to bind the other in any manner. If you have any questions about this Agreement, please contact ShapeApp by email at support@shapeuapp.com

 

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