Terms of Service
These Terms of Service define the terms by which you may use the website VeloPal.com (the “Website”) and our software and social media services (the “Services”) and are an agreement between you and MatixSoft Inc. (the “Company”) (the Company, Website, and Services are collectively referenced as “we” or “us”). By using this Website and the Services, you expressly acknowledge that you have read, accept, and agree to be bound by these Terms of Service, as well as any applicable laws hereunder. You should not use this Website and/or the Services, if you do not agree to these Terms of Service.
This agreement applies to all visitors of this Website and subscribers to our Services.
1. OUR SOFTWARE AND SERVICES
We make available a downloadable mobile application and hosted software platform by which cyclists and runners may track and store data about their workouts and interact with other cyclists and runners within an interactive social media network that we provide.
You do not have to register in order to visit our Website or to access and use our Services. In order to access many of the features of this Website or our Services, however, you will need to register, create an account, and sign up for a subscription to use our Services. When you register and subscribe, you will be asked to provide your full name, a screen name, an email address, your zip code, information about your gear and equipment, your weight, your gender, your age, your routes, as well as a password.
Upon selecting your password, you should keep your password confidential and refrain from sharing it with any third party. You are solely responsible for any activity which occurs on your account. We will never ask you to send your password or other sensitive information to us in an email or to enter it via any website other than one with the URL of www.VeloPal.com. If you suspect any unauthorized use of your account or access to your password, please change your password immediately and contact us. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. You are solely liable for any loss or damage arising from your failure to comply with this notification requirement.
All information provided by you in your registration must be truthful and complete. We may suspend or cancel your registration without notice if we have any reason to believe that this is not the case. In addition, we may suspend or cancel your registration with us at any time without prior warning if you fail to comply with these Terms of Service, without limiting any other remedies to which we may be entitled. Furthermore, if we consider you to have committed fraud or any other illegal activity, we may report you to the appropriate law enforcement authorities.
Only teenagers and adults, who are at least over the age of thirteen (13) years old, are eligible to register to use our Website and access our Services. In addition, you must be fully competent to enter into and to comply with the terms, conditions, obligations, representations, and warranties set forth in these Terms of Service. By registering and using our Website and Services, you represent and warrant that you have the right, authority, and capacity to enter into these Terms of Service and can abide by all of the terms and conditions set forth therein.
3. SOFTWARE SUBSCRIPTION TERMS
- Access. We grant access to our software services on a per user basis, so each individual registrant is required to maintain an individual subscription to our software services.
- Scope of Subscription. We grant each subscriber a non-transferable, non-exclusive subscription to (a) access, use, and display the basic or premium software services which you have elected for your personal and non-commercial use only; (b) to upload and store data and content into your account on our host server; and (c) to use, display, and make copies of any documentation about our software services (the ”Documentation”) for your personal and non-commercial use. Subscriptions shall include access to all updates, upgrades, maintenance releases, and enhancements to the software platform as they are implemented.
- Restrictions. You may not share, rent, resell, lease, sublicense, or otherwise permit any third party to access, use, or display or software services. The software services and the underlying software platform (the “Software”) contain our trade secrets and in order to protect those trade secrets, you agree not to take any action to reverse engineer, compile, translate, disassemble, copy, or create derivative works of the Software in whole or in part, nor to permit any third party to do so.
- Subscription Payments. We make available monthly subscriptions to our basic software services at a complimentary or free subscription rate. Subscribers shall be eligible to upgrade from our basic to our premium subscription offering at any time at the monthly subscription rate of Five Dollars and Ninety-Nine Cents ($5.99) per month or the annual subscription rate of Thirty-Nine Dollars and Ninety-Nine Cents ($39.99). Any payments due and payable are billed on either the monthly or the annual anniversary of the effective date of your subscription, as applicable. We accept all major credit cards for payment. All software service subscription payments are non-refundable.
- Subscription Period. Subscriptions commence on the day you first subscribe to use our software services (“Start Date”) and expire thirty (30) days thereafter, unless the subscription is annual, in which case it expires on the calendar year anniversary of the Start Date. Subscriptions are automatically renewable for successive subscription periods (“Renewal Period(s)”) upon the payment of the applicable subscription fee, if any.
- Cancellation. You may cancel your subscription at any time without notice through your account profile on our Website or by not renewing your subscription at the expiration of any Renewal Period. We also reserve the right to cancel your subscription at any time in the event that you materially breach any term or condition of our Terms of Service, or in the event that you post content to our Website or software platform as described in Section 3(h) below that we find objectionable in our sole and absolute discretion. All cancellations will be effective as of the last day of the applicable subscription period.
- Data. Any personal information or workout-related data uploaded to our software services or generated within our Software will be available to you during for the term of your subscription, any Renewal Periods, and thereafter, if you re-subscribe to the Services.
- Messages and Uploaded Content. You may send messages, share routes and sections of routes, and upload photos to the hosted software platform and with other members of our social networking platform (“Content”). You expressly warrant that you own all right, title, and interest in any such Content that you upload to our software services, or in the alternative, that you have procured a valid license from the copyright owner of the Content, which authorizes you to grant sublicenses to authorize the display and storage of your Content as set forth herein. You grant to us a (i) nonexclusive license to display all such Content in your account for viewing by you and other members of the platform’s social media network and (ii) a perpetual, non-exclusive license to store your Content on our host service and to create back-up copies for archiving and disaster recovery purposes only. If the Content is an image of a person, then you warrant and represent that the image is of you and that you grant us the right to display your likeness during the period of your subscription in conjunction with your account as described herein. You are solely responsible for ensuring that all Content that you upload is appropriate; legal and not in violation of any federal, state, or local law or ordinance; is not obscene or pornographic; does not defame any third party; is not threatening or harassing; does not invade anyone’s privacy; is not infringing; and is not otherwise objectionable. We reserve the right but do not have the obligation to screen any Content that you upload and to remove it at any time in our sole and absolute discretion.
4. OPERATION OF OUR WEBSITE AND SOFTWARE SERVICES
We use commercially reasonable efforts to maintain our Website and software services and to keep them operating on a twenty-four (24) hour, seven (7) day a week basis, free from bugs, errors, technical problems, or defects. If, at any time in the future, we identify any bugs, errors, technical problems, or defects, then we will assign technicians to address and resolve the issue.
If you become aware of an error, bug, or other technical problem, then you should notify us immediately of the incident and provide us with the following information:
- Description of the Incident. The specific sequence of events which generated the incident, and a full description;
- Description of Error Message. The exact wording of any error messages, if applicable; and
- Description of Discovery of Incident. Any special circumstances surrounding the discovery of the incident for which you are seeking technical support.
We cannot guarantee that your access to the Website or software services will be uninterrupted, or that the Website and software services will be available at all times. We disclaim any and all liability or responsibility for any delay, interruption, or downtime, or for any loss of data.
We use commercially reasonable efforts to ensure that our Website and software services are protected from viruses and other destructive software and that subscriber data is routinely backed up for both archival and disaster recovery purposes, but we cannot guarantee that either will at all times be free from viruses or that all data in your account will never be lost during the term of your subscription. We urge you to use reasonable care in uploading and downloading information. We can assume no responsibility for any damage to computer equipment or other property that may result from the use of the Website and software services or as a result of downloading from the Website and software services, or for the loss of any data in your account.
5. INTELLECTUAL PROPERTY
We or our licensors shall retain all right, title, and interest in the marks, logos, code, databases, content, text, designs, photos, and other materials posted to our Website and made available through our software services (“Intellectual Property”). Except as otherwise expressly stated herein, you may only display and view the Intellectual Property posted to the Website and made available through the software services, and you may not reproduce, display, copy, republish, download, upload, post, transmit, publicly perform or display, distribute, create derivative works of, misappropriate, or otherwise use for any purpose any portion of our Website, the software services, or any written advice or materials provided by a service provider through the Website without the express written consent of us or our licensors as appropriate. Using the Intellectual Property on any other Website for any commercial purpose is expressly prohibited.
6. THIRD PARTIES
- Advertisers. We make available advertising opportunities on this Website and software platform to third party advertisers. However, we do not endorse the products or services of any third party advertiser, which advertises on this Website or the software platform. Your business dealings with any third party advertising through the Website or software platform are solely between you and any such third party. If you purchase products or services from any such third party advertiser and have any complaint about your purchase, you should direct your complaint to the third party advertiser. You are solely responsible for conducting your own due diligence regarding any advertiser and its products and services prior to entering into any business relationship with such third party.
- Social Media Contacts. We do not screen the backgrounds of parties who join our social media network, so we have no knowledge of third party participants’ criminal, employment, financial, health, or other personal histories. Please be advised that your interaction with any third party through this Website and the Services are solely between you and such third party. You are solely responsible for exercising common sense and reasonable caution in any dealing with any third party with whom you are connected through this Website and Services. We do not control the messages that are sent by third parties, the photos that are shared by third parties, or the actions or behavior of third parties. You agree that we will not be responsible or liable for any loss, damage, bodily injury, or other any liabilities incurred as a result of your interactions with such third parties. You assume the sole and absolute risk of loss, injury, damage, and liability of your interaction with any third party linked to this Website or Services. In the event that you ever have a complaint against such third party, you should contact such third party directly regarding your issue.
We have implemented commercially reasonable security measures to protect personal information uploaded to the Website and Services such as one-way password encryption and secure file transfer protocol; however, we cannot provide any guarantees that unauthorized third parties will never be able to defeat those measures, alter your profile or the data you have uploaded, or use your personal information for improper purposes. You acknowledge and agree that any personal information that you upload to this platform is provided at your own risk.
We may provide you newsletters and other updates from time to time in order to update you on our business and product and services developments. You may unsubscribe to any of these mailings at any time in your sole and absolute discretion from your user profile on the Website and software platform.
9. FEEDBACK; IDEA SUBMISSIONS
We are pleased to hear from you and welcome your feedback about the Website and our Services. If you provide any feedback to us, you agree that all such feedback will not be subject to any obligation of confidence by us, and that we will not be liable for any use or disclosure of the feedback. Also, you agree that we may use any such feedback to make improvements to our Website and Services at our sole discretion without any obligation to you.
In the event that you submit any ideas to us about the Website or our Services, you grant to us an exclusive, perpetual, royalty-free, transferable, worldwide license with the right to grant sublicenses to use, display, copy, publish, republish and to incorporate your idea into our Intellectual Property.
9. LIMITATION OF LIABILITY; CONSEQUENTIAL DAMAGES
You agree that we will not be liable to you for any indirect, consequential, special, punitive, or exemplary damages, arising out of or in connection with the use of this Website or the Services, including but not limited to damages for loss of profits, goodwill, use, data, personal injuries, or other intangible losses (even if we have been advised of the possibility of such damages).
Our liability to you shall in no event exceed in the aggregate for all claims the total amount of all subscription fees that you paid to us, or alternatively, if no subscription fees were paid to us, the total amount of Twenty-Nine Dollars and Ninety-Nine Cents ($29.99). Some jurisdictions do not allow the limitation of liability, so these limitations may not apply to you.
10. WARRANTY; DISCLAIMER
Your use of this Website and the Services shall be at your sole risk. We make no warranty that your access to the Website or the Services will be continuous, uninterrupted, bug-free, error-free, virus-free, malware-free, free of defects, free of technical problems, or free of hacking. We make every effort to protect your data and your use of the Services but we can make no guarantee that we will always be completely successful.
In addition, your reliance on any data that we make available to you is at your sole risk. We rely on third party devices to furnish much of the workout data made available through the Website and Services, and such third party devices may or may not provide data that is accurate, reliable, or complete. We make no warranty that any information provided through this Website or Services will be accurate, reliable, or complete.
You assume all risks regarding your workout-related decisions, including but not limited to your choice of any particular route at any particular time on any particular day, the decisions you make on a particular course, and all other choices you make while engaging in a workout activity. We can make no warranties regarding your use of any information provided through this Website or Services in order to attempt to break any speed records. You are solely responsible for the consequences of any decision to attempt to beat any third party speed record.
TO THE EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DISCLAIM ALL WARRANTIES THAT ERRORS, BUGS, OR DEFECTS CAN OR WILL BE CORRECTED OR THAT THIS WEBSITE AND THE SOFTWARE SERVICE WILL OPERATE BUG-FREE, ERROR-FREE, CONTINUOUSLY, OR UNINTERRUPTED, OR THAT SUBSCRIBERS WILL NEVER LOSE ANY DATA THAT IS UPLOADED OR GENERATED THROUGH THIS WEBSITE. YOU ACKNOWLEDGE AND AGREE THAT A CATASTROPHIC SERVER FAILURE OR OTHER EVENT COULD RESULT IN THE LOSS OF ALL OF THE DATA RELATED TO YOUR ACCOUNT. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES REGARDING THE ACCURACY, RELIABILITY, AND CORRECTNESS OF THIRD PARTY DATA PROVIDED THROUGH OUR WEBSITE AND SERVICES. WE ALSO DISCLAIM ANY AND ALL WARRANTIES ABOUT ANY THIRD PARTY ADVERTISERS’ PRODUCTS OR SERVICES.
You are solely responsible for making all health and safety-related decisions regarding your workouts, and for exercising reasonable caution with respect to how you use the Website and Software to determine workouts, including but not limited to using the Software to break any speed records, charting safe workouts, and deciding that you are healthy enough to engage in a particular workout. You should always seek the advice of your physician or other qualified healthcare provider with any questions that you may have regarding a medical or health-related condition. You acknowledge and agree that the Website and the Software do not provide medical advice, and that neither the Website nor the Software are intended to be used in place of the advice of a physician or other medical professional, or a visit or consultation with a physician or medical professional.
WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES REGARDING THE MONITORING OF YOUR WORKOUTS, AND FOR ANY SAFETY, MEDICAL, HEALTH, OR WORKOUT-RELATED DECISIONS THAT YOU MAKE OR ELECT NOT TO MAKE AS A RESULT OF INFORMATION PROVIDED THROUGH THIS WEBSITE OR SERVICES. WE ALSO DISCLAIM ANY AND ALL WARRANTIES FOR ANY PHYSICAL INJURY THAT YOU SUFFER IN CONNECTION WITH PHYSICAL ACTIVITIES THAT YOU MAKE IN CONNECTION WITH THE USE OF THIS WEBSITE AND THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT ALL ATHLETIC ACTIVITIES CARRY CERTAIN INHERENT RISKS OF BODILY INJURY OR DEATH, INCLUDING IN THE CASE OF CYCLING AND RUNNING, RISKS OF NEGLIGENCE BY THIRD PARTIES, AND YOU EXPRESSLY AGREE THAT YOU ASSUME ALL SUCH KNOWN AND UNKNOWN RISKS OF PARTICIPATING IN SUCH ATHLETIC ACTIVITIES.
WE EXPRESSLY DISCLAIM ANY AND ALL RESPONSIBILITY FOR MONITORING COMMUNICATIONS AND CONTENT SHARED BETWEEN PARTICIPANTS OF OUR SOCIAL MEDIA PLATFORM. IN ADDITION, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES REGARDING CHARACTER, PROFESSIONALISM, SAFETY, CRIMINAL, EMPLOYMENT, BACKGROUND AND/OR OTHER PERSONAL HISTORY REGARDING PARTICIPANTS IN OUR SOCIAL MEDIA NETWORK. WE EXPRESSLY DISCLAIM ANY LIABILITY FOR ANY ECONOMIC LOSS, DAMAGE, OR BODILY INJURY WHICH ARISES FROM THIS WEBSITE OR ANY OF THE SERVICES PROVIDED THROUGH THIS WEBSITE DUE TO YOUR INTERACTION WITH THIRD PARTIES ON OUR SOCIAL MEDIA PLATFORM. PARTICIPATING IN ANY SOCIAL NETWORKING PLATFORM WHERE YOU INTERACT WITH INDIVIDUALS THAT YOU DO NOT KNOW INVOLVES SOME RISK OF PHYSICAL INJURY OR DEATH. WE EXPRESSLY DISCLAIM ANY RESPONSIBILITY FOR THE BEHAVIOR OF ANY USER AND FOR ANY RISK OF BODILY INJURY OR DEATH ARISING IN CONNECTION WITH OUR WEBSITE.
11. RELEASE OF CLAIMS
To the maximum extent permitted by applicable law, you hereby release and waive all claims against us and our officers, directors, employees, independent contractors, representatives, and agents from any and all liability for claims, damages (actual and or consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature arising from or in any way related to Company, our Software, or our Services. If applicable, you waive your rights under California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor.” You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true, and accept and assume the risk of such possible differences in fact. In addition, you expressly waive and relinquish any and all rights which you may have had under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.
By using our Website and Services, you agree to indemnify, defend, and hold harmless us, as well as our officers, directors employees, independent contractors, representatives, agents, other users, against any claim by you or any third party arising from or in any way related to your use of this Website or the Services, including but not limited to any liability, expense, claims, demands, losses, damages, bodily injury or death, costs, expenses, suits, judgments, litigation costs, or attorneys fees.
We reserve the right to discontinue this Website and our Services at any time in our sole discretion. You agree that we may assign these Terms of Service without prior notice to a successor entity in the event of a merger, acquisition, or sale of all or part of our business. No waiver of any breach of the Terms of Service, no matter how long continuing or how often repeated will be deemed a waiver of any subsequent breach, nor shall any delay or omission to exercise any right, power, or privilege hereunder be deemed a waiver of such right, power, or privilege. If any section of these Terms of Service is held to be unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining paragraphs shall not be affected by such holding. The meaning of that section shall be construed to the extent feasible to render the section enforceable and to give effect to the Parties’ intentions as reflected in the section. If no feasible interpretation would save such section, it is to be severed from the remainder of these Terms of Service, which are to remain in full force and effect. The Terms of Service constitute the entire agreement with you and us with respect to the subject matter set forth herein. The section headings and subheadings contained in these Terms of Service are included for convenience only and shall not limit or otherwise affect these Terms of Service.
14. GOVERNING LAW
These Terms of Service shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of law principles.
All disputes arising under these Terms of Service shall be submitted to binding arbitration in San Francisco, California and decided pursuant to the Consumer Rules of Arbitration then in effect for the American Arbitration Association by one arbitrator mutually agreed upon by you and us in accordance with the aforementioned Rules. The costs of arbitration, including administrative and arbitrators’ fees, shall be shared equally by each of us. The arbitration award shall be final and each of us shall comply in good faith to the entry of the arbitrator’s award in any court having jurisdiction. If judicial enforcement or review is sought, then the prevailing party shall be entitled to costs and reasonable attorney’s fees. All claims you bring against us must be resolved in accordance with this Section. All claims filed or brought against us contrary to the terms of this Section shall be considered improperly filed. Should you file a claim contrary to this Section, you agree that we may recover attorneys’ fees and costs for the improperly filed claim, provided that we have notified you in writing of the issue and you have failed to properly withdraw the claim.
16. CONTACT US
In the event that you have any questions about these Terms of Service, or that you need further assistance with respect to the access or use of the Website or Services, please notify us at the contact information listed below:
MatixSoft, Inc. d/b/a VeloPal
336 Bon Air Center, #221
Greenbrae, CA 94904
17. EFFECTIVE DATE
These Terms of Services were last modified and made effective as of the 6 of October, 2014.