Saturday: Pro Fuel & Hydration app Terms & EULA

TERMS OF USE AND LICENSE AGREEMENT: SATURDAY: PRO FUEL & HYDRATION

NOTICE: PLEASE READ THE FOLLOWING TERMS OF USE BEFORE PROCEEDING. BY CLICKING “I ACCEPT” DURING ACCOUNT REGISTRATION OR BY USING THE SOFTWARE OR THE SERVICES PROVIDED THROUGH THE SOFTWARE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THESE TERMS OF USE. IF YOU ACCESS OR USE THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THESE TERMS OF USE AND AGREE TO BE BOUND BY THIS AGREEMENT.

IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU CANNOT REGISTER FOR AN ACCOUNT OR USE THE SOFTWARE OR SERVICES.

These Terms of Use are entered into as of the earlier of the date You first click “I Accept” or first access or use the Service or Software (the “Effective Date”).

Saturday Morning LLC (hereinafter “Saturday Morning” or “We” or “Our” or “Us”) provides customers with a nutrition recommendation service (hereinafter the “Service”) in connection with nutrient and supplement intake for endurance sports based on input by the user (including any updates, releases, bug fixes, enhancements, and related technical data that we provide to you, hereinafter collectively referred to as the “Software”), and grants the user (hereinafter “You” or “Your”) a limited license to use the Software subject to all of the terms and conditions specified herein.

Article 1 (Grant of Rights)

1. Saturday Morning hereby grants You a limited, non-exclusive, non-transferable license, to use the Software solely for the purpose of receiving the Service from Saturday Morning, subject to all of the terms of this agreement (this “Agreement”) and payment of license fees pursuant to Article 2 (Payment of Fees), (collectively, the “License”).

2. To use the Service or Software, You need to register and create an Account by entering Your email address or your Google account. If you use Your email address, you will be asked to provide a password. You are solely responsible for the privacy of this password. This process is defined as the “Registration Form”. The License is granted only to the entity indicated in the Registration Form who has agreed to this document.

Article 2 (Payment of Fees)

1. In consideration of the license and all rights granted by Saturday Morning under this Agreement, You shall pay subscription fees as set forth within the payment pages of the app, which at the time of writing are labeled Premium Saturday.

2. Subscription fees will automatically be extended with a successive renewal of an indefinite duration. After renewal, you can terminate the subscription at any time as described in Section 10.4.

Article 3 (Prohibited Matters)

1. You shall use the Software only for your own use.

2. You may not sublicense, assign, disclose, provide, lend, or otherwise transfer the Software to any third party.

3. You shall use the Software only in the condition as provided by Saturday Morning. You shall not (i) modify, reverse-engineer, de-compile, disassemble, create derivative works of or attempt to derive the source code of the Software; (ii) sublicense, lease, rent, assign, distribute or otherwise transfer the Software to any third party; (iii) install or use the Software for any purpose other than the Purpose; or (iv) remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks on or within the Software; or (v) cause, allow, or assist any third party to do any of the foregoing.

4. You will not use the Software during periods of scheduled updates or maintenance. You consent in advance that the Software and the Service cannot be used during the repair or maintenance period of any server that they communicate with in regular operation.

Article 4 (Attribution of Rights)

1. Saturday Morning shall retain all right, title, and interest in and to the Software, its documentation, or any associated text, trademarks, brands, illustrations, logos and the like which may appear in or in connection with the Software (including, but not limited to, all Intellectual Property related thereto) (collectively, the “Saturday Morning IP”). Except as expressly granted herein, You do not acquire any rights, express or implied, in the Saturday Morning IP by virtue of this Agreement. Except as expressly set forth herein, no additional license shall be granted or implied by this Agreement. As used herein “Intellectual Property” means any and all intellectual property rights, in any jurisdiction, whether or not registered or perfected, including but not limited to patent rights, utility model rights, design rights, trademark rights, trade secret rights, and copyrights, and rights to apply for, obtain, or receive the same .

2. Saturday Morning welcomes Your comments, feedback, suggestions, and other communications regarding the Software and Service (collectively, “Feedback”). The Feedback You provide to Us through the Site will be and remain our exclusive property. Your submission of Feedback will constitute an assignment to Us of all worldwide rights, title and interests in Your Feedback, including all copyrights and other intellectual property rights in Your Feedback. Saturday Morning will be entitled to reduce to practice, exploit, make, use, copy, disclose, display or perform publicly, distribute, improve and modify any Feedback You submit for any purpose whatsoever, without restriction and without compensating you in any way.

Article 5 (Support Services)

As part of the Services (as defined in the introductory paragraph hereof) and subject to Article (Warranty Disclaimer; Limitation of Liability) and Article 9 (Release and Indemnity) hereof, Saturday Morning may, but shall not be obligated to, use commercially reasonable efforts to promote Your successful use of the Software, including, without limitation, by providing support services by telephone, e-mail or other online interface. Any information that Saturday Morning may provide to you in connection with such support services shall be the Confidential Information (as defined below) of Saturday Morning.

Article 6 (Third Party Services)

Any connection between a Tracking App and your Saturday App account is at Your own risk. Saturday Morning cannot be considered a Party between You and the Tracking App. Any data received from a Tracking App is considered “as is” and is not validated or checked in any way to be accurate, in conformity with the truth or in line with personal settings within the Tracking App. You are solely responsible to comply with any terms and conditions that apply to the use of the Tracking App.

Article 7 (Warranty Disclaimer; Limitation of Liability)

1. SATURDAY MORNING MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR SOFTWARE OR YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE, AND SUCH SERVICES AND SOFTWARE ARE PROVIDED “AS IS,” “AS AND WHERE AVAILABLE”, AND “WITH ALL FAULTS”. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SATURDAY MORNING SHALL CREATE A WARRANTY OR IMPAIR THE WARRANTY DISCLAIMER SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE.

2. IF YOU INFRINGE THE INTELLECTUAL PROPERTY OR ANY OTHER RIGHTS OF A THIRD PARTY DUE TO, OR IN CONNECTION WITH, ANY ACT OF USE BY YOU OF THE SERVICES OR SOFTWARE, SATURDAY MORNING WILL NOT BE OBLIGATED TO COMPENSATE FOR, OR TO INDEMNIFY, ANY DAMAGES OR LOSS YOU INCUR AS RESULT OF THAT INFRINGEMENT OF RIGHTS.

3. UNDER NO CIRCUMSTANCES WILL SATURDAY MORNING BE LIABLE HEREUNDER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO (I) COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PRESENT OR PROSPECTIVE REVENUES OR PROFITS; (II) EXPENDITURES, INVESTMENTS OR COMMITMENTS WHETHER MADE IN THE ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF BUSINESS REPUTATION OR GOODWILL; (III) LOSS OF DATA; (IV) COST OF SUBSTITUTE PRODUCTS; (V) COST OF CAPITAL; (VI) CLAIMS OF ANY THIRD PARTY; (VII) INJURY OR DAMAGES RESULTING FROM BEHAVIOR OF USERS RELATED TO USING THE SERVICES AND SOFTWARE (for example, not eating while You feel like You have to or eating while You don’t feel like eating); OR (VIII) ANY OTHER REASON WHATSOEVER, REGARDLESS OF WHETHER OR NOT SATURDAY MORNING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WHETHER OR NOT SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. SATURDAY MORNING’S SOLE AND EXCLUSIVE LIABILITY HEREUNDER, AND YOUR SOLE AND EXCLUSIVE REMEDY, SHALL BE FOR SATURDAY MORNING TO USE REASONABLE EFFORTS TO REPAIR OR REPLACE DEFECTIVE SOFTWARE.

4. Saturday Morning is also not liable for the fulfillment of agreements with third parties of Tracking Apps or the inaccessibility of the Tracking Apps.

5. Saturday Morning has no influence on the data transmitted by the Tracking Apps to the Software. Saturday Morning is not responsible for the transmission of information. Saturday Morning is therefore also not responsible nor liable for any information that is incomplete or inaccurate as a result of such transmission or that is transmitted wrongly.

Article 8 (Warranties by You)

The individual accepting this Agreement is doing so with full legal authority, and is 15 years of age or older. If You are a parent or guardian of a child under 15, then You may create an Account and allow Your child to access that Account and the Services under Your direct supervision. You will be solely responsible for all access to and use of the Services and that Account by Your child. If You are 15 or older but younger than 15, then You may establish Your own Account only if Your parent or guardian accepts this Agreement on Your behalf. If you are a parent or guardian entering this Agreement for the benefit of a child age 15 or older but under 18, then You agree You will be solely responsible for all access to and use of the Services and that Account by Your child.

You acknowledge that the use of the Service and Software may be subject to requirements or limitations under any law, statute ordinance, regulation, code or standard (“Laws and Standards”). You shall be exclusively responsible for and warrant that You will (i) fully comply with all Laws and Standards relating to the export control of Software, and (ii) ensure compliance with all Laws and Standards associated with Your intended use of Services and Software.

By submitting a Registration Form or creating a password with the Service and Software, you represent to us that: (1) you meet any age restrictions for the Site, and (2) the information you have provided on your Registration (“Account Information”) is true, accurate, current and complete. You will maintain and promptly update your Account Information using the functionality provided through the Site to keep it true, accurate, current and complete.

Article 9 (Release and Indemnity)

You release and waive as against Saturday Morning, its affiliates and each of their respective directors, officers, employees and agents (collectively, the “Saturday Morning Parties”), and You shall defend, indemnify and hold the Saturday Morning Parties harmless from and against, all legal, equitable and other causes of action, judgments, demands, suits and claims (including third party claims) (collectively, “Claims”) of damages, relief, loss, liability, fines, penalties, expenses, costs and obligations of every kind and nature, known and unknown, foreseen and unforeseen, including, without limitation tort or product liability, attributable or relating to (i) Your use of the Services and Software and (ii) any breach by You of Your warranties under Article 8 (Warranties by You) hereof, whether or not caused by the Saturday Morning Party’s negligence and whether or not the relevant Claim has merit. You shall assume the defense of any third party claim; provided, however, the Saturday Morning Party shall have the right to participate in the defense of any claim with separate counsel of its choosing and at its own expense. Any settlement must be approved in writing in advance by the Saturday Morning Party, which approval shall not be unreasonably withheld or delayed.

You understand and are aware that all types, frequencies, modes, durations and intensities of exercise, including but not limited to, strength, flexibility, aerobic exercise are potentially hazardous activities. You also understand that fitness and endurance sport activities involve a risk of injury and even death, and that You are voluntarily participating in these activities with knowledge of the dangers involved. You hereby agree to expressly assume and accept any and all risks of injury or death related to said fitness activities, and You recognize that the recommendations provided by Saturday Morning through the Service and Software are not guarantees of prevention of injury or death. You acknowledge the Service and Software provides recommendations which may assist in your performance, but personally assume all risk, including, but not limited to, dehydration and associated morbidities and mortality mechanisms, hyponatremia and associated morbidities and mortality mechanisms, hypocalcemia and associated morbidities and mortality mechanisms, other personal injury, personal physical, emotional, or psychological harm, worsened physical performance, morbidity or cause of death due to the dangers of endurance performance. You additionally assume all risks associated with the consumption of water, carbohydrate, and/or sodium, in moderation, at their extremes, and/or lack thereof, alongside, or in combination with, other dietary intakes, in moderation at their extremes, and/or lack thereof, in combination or in isolation, and everything between.

You acknowledge that when exercise is combined with various dietary and/or nutritional, and/or non-nutritional, and/or non-nutritive, and/or fluid intakes, as described above, and/or combined with dietary intakes not covered by the above, there is inherent risk of personal harm, worsened physical performance, including but not limited to training and racing, personal injury, acute and/or chronic illness, morbidity, and death.

You acknowledge that You are aware that Saturday Morning, its members, officers, agents, employees and independent contractors are not medical doctors and do not diagnose disease or perform any formal prescription of dietary intakes. The Service and Software only provides dietary recommendations which are based only on the information you provide, and thus, should not be viewed as rules or prescriptions. You acknowledge that you are independently implementing any dietary intake strategy, while using this Service and Software. You also acknowledge that You have been warned that You should consult a Physician before undergoing any dietary or supplement changes. Any recommendations that You follow for changes in diet, including but not limited to the use of food, and/or supplements, and/or fluid intake, are entirely Your choice and Your responsibility. You are knowingly assuming any risk associated with nutritional counseling through the Service and Software.

In consideration of Your participation in nutrition counseling through the Service and Software, You hereby accept all risk to health and of injury or death that may result from such participation and You hereby release Saturday Morning, its members, officers, agents, employees and independent contractors from any liability whatsoever to You, Your personal representatives, estate, heirs, next of kin, and assigns for any and all claims and causes of action for loss of or damage to Your property and for any and all illness, injury or other harm to Your person, including Your death, that may result from or occur during Your participation in nutrition counseling, whether caused by the sole or concurrent negligence of Saturday Morning, its members, officers, agents, employees and independent contractors.

Article 10 (Data Privacy and Security)

1. Saturday Morning’s privacy policy is available at within the app “About” page, accessible from within the main menu and its subordinate pages, and is considered part of this Agreement, including any revisions or updates thereto. Your Content transferred to the Software and account information are subject to Saturday Morning’s privacy policy, and, by executing this Agreement, you acknowledge that you have read and accepted Saturday Morning’s privacy policy.

2. You are responsible for all activities that occur under your account, regardless of whether the activities are authorized by you or undertaken by you, and Saturday Morning and its affiliates are not responsible for unauthorized access to your account.

3. You will ensure that Your Content and your use of the Software will not violate Saturday Morning’s privacy policy, this Agreement, or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Your Content.

4. You agree that Saturday Morning may collect and use technical data and related information—including but not limited to technical information about your device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to You (if any) related to the Software. Saturday Morning may use this information, as long as it is in a form that does not personally identify You, to improve its products or to provide services or technologies to You.

Article 11 (Term and Termination)

1. We will provide the Services to You for your particular Account commencing upon the completion of the Registration for your Account and/or payment for your subscription for the term that You select unless your Account is terminated before the end of the term as permitted in these Terms of Use.

2. Saturday Morning may terminate this License for convenience by notifying you in advance in writing (including e-mail) at least fourteen (14) days in advance; provided, however, that in the event of such termination for convenience, You will be entitled to a refund of a prorated portion of any prepaid License fees or offered an extension of future License or Service and Software usage of equal or greater value for Your use at a later date which must be agreed upon by Saturday Morning and You.

3. If you breach any provision of this Agreement and do not correct such breach within thirty (30) days of receiving our written notice of the same, we may terminate your License immediately, with no refund or later Service and Software use provision.

4. You can terminate the Service at any time. Upon canceling, your Account will remain available through the end of the billing cycle. After the billing cycle ends, You will no longer have access to the Software.

5. Saturday Morning may immediately terminate this Agreement by written notice to You, which termination shall be effective as of the date specified in the notice of termination, if: (i) You make a general assignment for the benefit of creditors; (ii) You file a petition to be adjudged bankrupt or a petition for reorganization or arrangement under any laws related to bankruptcy; (iii) a petition is filed against You to have You adjudged bankrupt or for reorganization or arrangement under any laws relating to bankruptcy and the petition is not dismissed within thirty (30) days; or (iv) a trustee or receiver is appointed to take possession of all or substantially all of Your assets, which receivership remains undischarged for a period of thirty (30) calendar days from its imposition.

6. Articles 2 (Payment of Fees), 3 (Prohibited Matters), 4 (Attribution of Rights), 7 (Warranty Disclaimer; Limitation of Liability), 8 (Warranties by You), 9 (Release and Indemnity), 11 (Term and Termination) and 12 (General Terms) shall survive any termination of this Agreement or the License.

Article 12 (General Terms)

1. Saturday Morning may modify the terms of this Agreement at any time. Saturday Morning shall notify you by directly by e-mail at the e-mail address provided by You. If You do not explicitly object to the contemplated amendment(s), all notified amendments to this Agreement will be effective fourteen (14) days after the date of the e-mail. If You do not agree to (or cannot comply with) any of those amendments, You may terminate this Agreement; provided; however, upon such termination, You shall stop using the Software.

2. You shall comply with all applicable laws, regulation and rules relating to the export of the Software and technical information, and shall not export, re-export, directly or indirectly, any portion of the Software received from the Saturday Morning under this Agreement without first obtaining all required government licenses, approvals or waivers.

3. You may not transfer or assign this Agreement or any of its rights or obligations hereunder to any third party without the prior written consent of Saturday Morning.

4. This Agreement shall be governed and interpreted in accordance with the laws of the State of Washington, without regard to its principles of conflicts of law. Each Party hereby irrevocably consents to the jurisdiction of any state or federal court sitting in Westchester County, New York in any action or proceeding arising out of or relating to this Agreement as well as to the jurisdiction of all courts to which an appeal may be taken from such courts.

If (a) You are not a U.S. citizen; (b) You do not reside in the U.S.; (c) You are not accessing the Service from the U.S.; and (d) You are a citizen of one of the countries identified below, You hereby agree that any dispute or claim arising from this Agreement shall be governed by the applicable law set forth below, without regard to any conflict of law provisions, and You hereby irrevocably submit to the non-exclusive jurisdiction of the courts located in the state, province or country identified below whose law governs:

If You are a citizen of any European Union country or Switzerland, Norway or Iceland, the governing law and forum shall be the laws and courts of your usual place of residence.

Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.

5. The failure of either party to assert any of its rights under this Agreement shall not be deemed to constitute a waiver by that party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

6. The subject headings of this Agreement are included for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions.

7. If any provision, clause, sentence, phrase, or word hereof, or the application thereof in any circumstances, is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder hereof, or of the application of any such provision, sentence, clause, phrase, or word in any other circumstances.