MiPHR Terms and Conditions of Use

You must be at least 18 years old to use the Services.

You must be at least 18 to use the Services (unless otherwise specified in the International Terms section applicable to specific jurisdictions). No individual under the age of 18 may use the Services, provide any Personal Data to us, or otherwise submit Personal Data through the Services (e.g., a name, address, telephone number, or email address).

You may need to create an App account to access the Services, and it's important that you keep your account accurate and up-to-date (particularly your email address - if you ever forget your password, a working email address is often the only way for us to verify your identity and help you log back in).

You may need to register for a MiPHR account to access or use certain Services. Your account may also automatically provide you with access and means to use any new Services.

When you create an account for any of our Services, you must provide us with accurate and complete information as prompted by the account creation and registration process and keep that information up to date. Otherwise, some of our Services may not operate correctly, and we may not be able to contact you with important notices.

You are responsible for maintaining the confidentiality of any and all actions that take place while using your account, and must notify us at support@miphr.com right away of any actual or suspected loss, theft, or unauthorized use of your account or account password. We are not responsible for any loss that results from unauthorized use of your username and password.

Our Services are constantly evolving. With the launch of new products, services, and features, we need the flexibility to make changes, impose limits, and occasionally suspend or terminate certain Services. We may also update our Services, which might not work properly if you do not install the updates.

The Services change frequently, and their form and functionality may change without prior notice to you.

We may provide updates (including automatic updates) for certain Services as and when we see fit. This may include upgrades, modifications, bug fixes, patches, and other error corrections and/or new features (collectively, “Updates”). Certain portions of our Services may not properly operate if you do not install all Updates. You acknowledge and agree that the Services may not work properly if you do not allow such Updates and you expressly consent to automatic Updates. Further, you agree that the Terms (and any additional modifications of the same) will apply to any and all Updates to the Services. We may change, suspend, or discontinue any or all of the Services at any time, including the availability of any product, feature, database, or Content. In addition, we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality of any Service. We may also impose limits on certain Services or restrict your access to part or all of the Services without notice or liability.

We reserve the right to refuse to provide the Services to anyone, and can monitor, terminate, or suspend your account or access to the Services at any time.

We reserve the right, but have no obligation, to monitor any accounts and/or activities conducted through or in any way related to the Services (including inviting a fellow user into a community or group), as well as any user’s use of or access to Personal Data, and profiles of other users.

We may also deactivate, terminate or suspend your account or access to certain Services at any time: (1) if we, in our sole discretion, determine you are or have been in violation of these Terms or the spirit thereof (2) if we, in our sole discretion, determine you have created risk or possible legal exposure for MiPHR, the general public, any third party, or any user of our Services, (3) in response to requests by law enforcement or other government agencies, (4) upon discontinuation or material modification of any Services, or (5) due to unexpected technical issues or problems. We will endeavor to notify you by email or the next time you attempt to access your account after any such deactivation, termination, or suspension.

Please let us know right away if you believe your account has been hacked or compromised.

We care about the security of our users. While we work hard to protect the security of your Personal Data, User-Generated Content, and account, we cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Please notify support@miphr.com immediately of any actual or suspected breach or unauthorized access or use of your account.

Content is what shows up in the app or on the website when you use our Services. User-Generated Content is any Content that is created by you or other users, and MiPHR Content is all other Content.

For purposes of these Terms,
(i) “Content” means any form of information, data or creative expression and includes, without limitation, video, audio, photographs, images, illustrations, animations, tools, text, ideas, communications, replies, “likes,” comments, software, scripts, executable files, graphics, geo-data, workouts and workout data, biometric data and data elements derived therefrom, meal, or fitness training plans, annotations, nutrition information, recipes, interactive features, designs, copyrights, trademarks, service marks, branding, logos, and other similar assets, patents, sounds, applications and any intellectual property therein, any of which may be generated, provided, or otherwise made accessible on or through the Services;
(ii) “User-Generated Content” means any Content that a user submits, transfers, or otherwise provides to or through the use of the Services; and
(iii) “MiPHR Content” means all Content that is not User-Generated Content.

You own the Content that you create, and we own the Content that we create.

All MiPHR Content and all copyright, trademarks, design rights, patents, and other intellectual property rights (registered and unregistered) in and on the Services belong to MiPHR and/or its partners or applicable third parties. Each user retains ownership, responsibility for, and/or other applicable rights in the User-Generated Content that he/she creates but grants a license of that User Generated Content to MiPHR as explained in Section 2.5 below. MiPHR and/or its partners or third parties retain ownership, responsibility for and/or other applicable rights in all MiPHR Content. Except as expressly provided in the Terms, nothing grants you the right or license to use any MiPHR Content, including any content owned or controlled by any of our partners or other third parties. You agree not to duplicate, publish, display, distribute, modify, or create derivative works from the material presented through the Services unless specifically authorized in writing by us.

You are welcome to access and use the MiPHR Content and Services. We work hard to provide a great experience for our users, so please respect our intellectual property rights and only use the MiPHR Content and Services as intended. This includes not using any MiPHR Content or Services for commercial purposes without our permission.

Subject to your compliance with these Terms, we grant you a limited, revocable, personal, non-transferable, and non-exclusive right and license to access and use the Services and MiPHR Content for your own personal, noncommercial purposes, provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, sell, assign, sublicense, grant a security interest in, transfer or otherwise commercially exploit any right in the MiPHR Content or Services.

1 . MiPHR Content: Except as expressly permitted by applicable law or authorized by MiPHR, you agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, the Services’ software, or any MiPHR Content offered as part of the Services (other than User-Generated Content), in whole or in part. You shall not download, copy, or save MiPHR Content, except (I) as expressly permitted by the functionality of certain Services as provided for in the specific guidelines and/or additional terms applicable to those Services, or (ii) solely for personal use or your records.

2 . Commercial Usage of the Services: The Services provided through the App are intended only for your personal, non-commercial use. You shall not use the Services to sell a product or service, increase traffic to your own website, mobile application, or a third-party website for commercial reasons (such as advertising sales), or otherwise undertake any endeavor aimed at deriving revenue. Moreover, you shall not “meta-search” our Services. If you seek to make commercial use of the Services other than through the Commercial Tools, you must enter into an agreement with us to do so in advance. To learn more about the Commercial Tools, please contact us at Info@miphr.com. By using any of the Commercial Tools, you acknowledge and agree to the Terms and any additional terms and conditions applicable to those select Services.

3 . Linking to the Services: If you would like to link to our Services on your website or App, please follow these rules: (I) any link to the Services must be a text only link clearly marked “MiPHR” (without the use of any other trademark, logo copyright or any other intellectual property asset owned or controlled by MiPHR) or in some other format directed by us, (ii) the appearance, position and other aspects of the link may not damage or dilute the goodwill associated with our marks, (iii) the link must “point” to the root domain name of the Services and not to other pages within the Services, (iv) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with MiPHR, (v) when selected, the link must display the Service on full-screen and not within a “frame” on the linking website, mobile app, or service, and (vi) we reserve the right to revoke its consent to the link at any time and in its sole discretion, and upon our notification to you of such revocation of consent, you agree to promptly remove the relevant link.

When you post Content in connection with the Services, it belongs to you - however, you are giving us permission to use that Content in connection with our Services and make the Content available to others. We can edit or remove your Content from our Services at any time for any reason. Do not post any Content that is not yours or that you do not have permission to post.

When you provide User-Generated Content to MiPHR through the Services, you grant us and our users a non-exclusive, irrevocable, royalty-free, freely transferable, sublicensable, worldwide right and license to use, host, store, cache, reproduce, publish, display (publicly or otherwise), perform (publicly or otherwise), distribute, transmit, modify, adapt (including, without limitation, in order to conform to the requirements of any networks, devices, services, or media through which the Services are available), commercialize, create derivative works of, and otherwise exploit such User-Generated Content in connection with any and all Services. You acknowledge and agree that: (a) we have the right to arrange the posting of User-Generated Content in any way we desire; (b) we have no obligation to provide you with any credit when using your User-Generated Content, but if we choose to provide you with credit, the size and placement of the credit is at our sole discretion; and (c) you are not entitled to any compensation or other payment from us in connection with the use of your User-Generated Content.

The rights you grant in this license are for the limited purposes of allowing MiPHR to operate and allow other users to use the Services in accordance with their functionality, improve the Services, and develop new Services. Notwithstanding the above, we will not make use of any of your User-Generated Content in a manner that is inconsistent with our PRIVACY POLICY.

We reserve the right to monitor, remove or modify User-Generated Content for any reason and at any time, including User-Generated Content we believe violates these Terms and/or our policies.

You agree you will respect the intellectual property rights of others. You represent and warrant you have all the necessary rights to grant MiPHR the foregoing license for all User-Generated Content you submit in connection with the Services and will indemnify us for any breach of this representation and warranty.

If you share someone else's Personal Data with us, you must first get their permission.

We hope you enjoy using our Services and encourage you to share your enthusiasm for them with your friends. If you elect to use the features in our Services to tell a friend about the Services, we will ask you to provide your friend’s email address or social media profile, which we may then use to contact your friend about the Services. We may store the information you provide for a period of time, but we will not post this information publicly. You represent and warrant that you are authorized to provide any third-party contact information that you provide to us for referrals and will indemnify us for any breach of this representation and warranty.

Please keep in mind that when you make something publicly available on the Internet, it becomes practically impossible to take down all copies of it in the future.

Following termination of your account, or if you remove any User-Generated Content from the Services, we may retain your User-Generated Content for a commercially reasonable period of time for backup, archival, or audit purposes, or as otherwise required or permitted by law. The license to your User-Generated Content therefore continues even if you stop using the Services. When you post something publicly, others may choose to comment on it, making your Content part of a social conversation. For more information, please review our PRIVACY POLICY.

We respect intellectual property laws. If anything is wrong, please send an email with all the details to support@miphr.com.

If you believe User-Generated Content or MiPHR Content infringes copyright or trademark under U.S. or other national law, please notify us immediately using the contact information provided herein. It is our policy to investigate any allegations of infringement brought to our attention. Please provide us with the following information in your notice of a suspected violation:
• Identification of the material being infringed.
• Identification of the material that is claimed to be infringing, including its location, with sufficient detail so that we are capable of finding it and verifying its existence.
• Contact information for the notifying party (the “Notifying Party”), including name, address, telephone number, and email address.
• A statement that the Notifying Party has a good faith belief that the material is not authorized by the owner, its agent or law.
• A statement made under penalty of perjury that the information provided in the notice is accurate and that the Notifying Party is authorized to make the complaint on behalf of the owner.
• A physical or electronic signature of a person authorized to act on behalf of the owner of the material that has been allegedly infringed.

Your notice must be signed (physically or electronically) and must be addressed as follows:

MiPHR, LLC
575 Lennon Lane, Suite 215
Walnut Creek, CA 94598-2443
Attn: Legal Department

You acknowledge that if you fail to comply with all of the requirements of this section, your notice may not be valid. Some information provided in a notice of infringement may be forwarded to the user who posted the allegedly infringing content. In the U.S., under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. Please see www.copyright.gov for more information about how to prepare or respond to a DMCA notice and/or www.uspto.gov/trademark for more information about trademark rights.

Our Services may link to, interact with or be available on third-party services or products such as social media and third-party devices. If you access such third-party services or products, be aware that different terms and privacy policies apply to your usage of such services.

You may enable or log in to the Services via various online third-party services, such as social media and social networking services like Facebook (“Social Networking Services”). To take advantage of these features and capabilities, we may ask you to authenticate, register for, or log into Social Networking Services on the websites of their respective providers. As part of this integration, the Social Networking Services will provide us with access to certain information you have provided to them, and we will use, store, and disclose such information in accordance with our PRIVACY POLICY. Please remember the way Third Party Services (including Social Networking Services) use, store, and disclose your information is governed solely by the policies of those Third-Party Services, and we have no liability or responsibility for the privacy practices or other actions of any third-party website or service that may be enabled within the Services. In addition, we are not responsible for the accuracy, availability, or reliability of any information, content, goods, data, opinions, advice, or statements made available in connection with Social Networking Services. As such, we are not liable for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Social Networking Services.

You may be able to access certain third-party links, applications, content, services, promotions, special offers, or other events or activities (“Third-Party Applications”) via our Services. If you choose to access these Third-Party Applications, you may be requested to log-in and synchronize your accounts with such applications. You are in no way obligated to use any Third-Party Applications, your access and use of such applications is entirely at your own risk, and we have no associated liability. In addition, we are not responsible for the accuracy, availability, or reliability of any information, content, goods, data, opinions, advice, or statements made available by any Third-Party Applications. As such, we are not liable for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Third-Party Applications.

Our Services may be accessed on third-party devices or other products (“Third Party Products”), and your ability to use certain features of the Services may require you to purchase Third-Party Products (e.g., fitness trackers, smart scales, etc.). While we may recommend, promote, or market the products of certain partners, we have no responsibility for your acquisition or use of any Third-Party Products, and we do not guarantee that Third-Party Products will function with the Services or will be error-free. We hereby disclaim liability for all Third-Party Products, including any Third-Party Products offered by our partners.

While we strive to make the Services available on many platforms, we cannot guarantee that the App is compatible with your device (though please let support@miphr.com know if you have a question or problem; we want to help). If you use the App, your standard data and messaging rates will apply, and the rules of the app store from which you are downloading will also apply.

To use or access the App, you will need a compatible device. We cannot guarantee the App will be compatible with, or available on, your device. Your phone company’s normal messaging, data, and other rates and fees, however, will still apply. You may be required to pay fees to access certain special features and content including sending reports to healthcare professionals.

We hereby grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use the App downloaded directly from a legitimate marketplace, solely in object code format and solely for your personal use for lawful purposes. With respect to any open source or third-party code that may be incorporated in the App, such open-source code is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code.

If you download the App from a third-party app store (the “App Provider”), you acknowledge and agree that:

• The Terms are an agreement between us, and not with the App Provider. As between MiPHR and the App Provider, MiPHR is solely responsible for its applications;
• The App Provider has no obligation to provide any maintenance and support services with respect to the App;
• In the event of any failure of the App to conform to any applicable warranty, (i) you may notify the App Provider and the App Provider may refund the purchase price for the App to you (if applicable), (ii) to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App, and (iii) any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be, as between MiPHR and the App Provider, MiPHR’s responsibility;
• The App Provider is not responsible for addressing any claims you have relating to the App or your possession and use of the App;
• If a third party claims the App infringes another party’s intellectual property rights, as between the App Provider and MiPHR, MiPHR will be responsible for the investigation, defense, settlement, and discharge of any such claim to the extent required by these Terms;
• The App Provider and its subsidiaries are third-party beneficiaries of these Terms as it relates to your license to the App. Upon your acceptance of these Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third-party beneficiary thereof; and
• You must also comply with all applicable third-party terms of service when using the App.

If you choose to subscribe to any of our enhanced, paid services like Report Delivery, these are the payment and billing terms that apply. Paid services and billing may auto-renew unless you cancel. You may cancel at any time.

We offer basic services that allow users to collect information about their lifestyle choices and we offer enhanced Services (e.g., Report Delivery) for a fee. By signing up for and using the enhanced services, you agree to our Terms, and any additional terms and conditions provided here.

When you sign up for the Report Delivery, you must designate and provide information about your participating healthcare provider. The healthcare provider that you choose must be a validated healthcare service that has a business associate agreement with MiPHR. You expressly authorize us to collect via the appropriate app store for your device.

All fees are paid on an annual basis. All fees due for the Services are payable in advance and will be billed automatically to the Payment Method at the start of the annual Service period, as applicable. Unless otherwise stated, annual Services will auto-renew until you elect to cancel your access. All purchases of Services are final and non-refundable, except for guidelines required by the respective app stores.

If you do not pay the fees or charges due for your use of the Services, we may make reasonable efforts to notify you and resolve the issue; however, we reserve the right to disable or terminate your access to the Services (and may do so without notice).

You can cancel the Services at any time. More information on how to cancel can be found by emailing support@miphr.com . Once you have cancelled your Service and received confirmation, no other changes can be made to your account. The cancellation of a Premium Service will go into effect immediately.

There are no refunds for termination or cancellation of your Service. If you no longer wish to subscribe to the Service, it is your responsibility to cancel your Service in due time, regardless of whether or not you actively use the Service.

To the maximum extent permitted by applicable laws, we may change our prices for Services at any time. We will give you reasonable notice of any such pricing changes by posting the new prices on or through the applicable Service and/or by sending you an email notification. If you do not wish to pay the new prices, you can cancel the applicable Service prior to the change going into effect.

If you have received an employee code for our Service, the following terms and conditions apply in addition to the terms and conditions of the specific code. To use an employee code, log in to MiPHR and enter the applicable code to access the service provided by your employer. Employee codes can only be applied when validated using a valid work email address. Employee codes must not be shared with anyone that is not employed by the employer sponsor. It is your own responsibility to use the employee code before it expires, and expired codes cannot be refunded or extended. If you separate from the employer during the service period designated by the employer, your access to the MiPHR mobile app may be terminated. Users that are no longer eligible for an employer sponsored app will have an option to purchase a basic or enhanced subscription. Cancellation of the employer benefit code is at the discretion of the sponsoring employer. MiPHR is not responsible for the validation, extension, or cancellation of an employee sponsored program.

It is important to us that users stay healthy while achieving their fitness and wellness goals. Please be responsible and use your best judgment and common sense. We provide our Services for information purposes only and cannot be held liable if you suffer an injury or experience a health condition.

MiPHR cares about your safety. You should consult with your healthcare provider(s) and consider the associated risks before using our Services in connection with any fitness or wellness regimen-oriented Content or any dietary program-oriented Content (“Programs”). By using our Services, you agree, represent and warrant that you have received consent from your physician to participate in the Programs, or any of the related activities made available to you in connection with the Services. Further, you agree, represent and warrant that you have consulted with your physician before making any dietary changes based upon information available through the Services. Everyone’s condition and abilities are different, and participating in the Programs and other activities promoted by our Services is at your own risk. If you choose to participate in the Programs and these activities, you do so of your own free will and accord, knowingly and voluntarily assuming all risks associated with such activities. The Programs and other activities promoted by the Services may pose risks even to those who are currently in good health.

You expressly agree that your athletic activities, which may generate the User-Generated Content you post or seek to post on or via the Services (e.g., workouts exercises, etc.) carry certain inherent and significant risks of property damage, bodily injury, or death and that you voluntarily assume all known and unknown risks associated with these activities.

Except as otherwise set out in these Terms, and to the maximum extent permitted by applicable law, we are not responsible or liable, either directly or indirectly, for any injury, illness, or damages sustained from your use of, or inability to use, any Services or features of the Services, including any Content or activities you access or learn about through our Services even if caused in whole or part by the action, inaction or negligence of MiPHR or others.

We make no representations or warranties as to the accuracy, reliability, completeness, or timeliness of any Content available through the Services, and we make no commitment to update such Content.

In addition, User-Generated Content, including advice, statements, or other information, including, without limitation, food, nutrition, dietary guidance, exercise or training guidance, athletic activities, and exercise database entries, are not produced by MiPHR, and should not be relied on without independent verification. User-Generated Content, whether publicly posted or privately transmitted, is the sole responsibility of the user from whom such User-Generated Content originated. All information is provided “as is” without any representation, warranty, or condition as to its accuracy or reliability.

In particular, MiPHR’s food database (“Food Database”) contains a combination of nutritional information entered by MiPHR. Please be advised that nutritional information in the Food Database has not been reviewed by persons with the expertise required to provide you with complete, accurate, or reliable information. MiPHR does not (i) guarantee the accuracy, completeness, or usefulness of any nutritional information or ingredients in the Food Database; or (ii) adopt, endorse, or accept responsibility for the accuracy or reliability of any such nutritional information. To the extent permitted by applicable law, under no circumstances will MiPHR be responsible for any loss or damage resulting from your reliance on nutritional information. You are solely responsible for ensuring any nutritional information in the Food Database is accurate, complete, and useful.

Any and all services provided by, in and/or through the Services (including but not limited to Content) are for informational purposes only. MiPHR is not a medical professional, and MiPHR does not provide medical services or render medical advice. Nothing contained in the Services should be construed as such advice or diagnosis. The information and reports generated by us should not be interpreted as a substitute for physician consultation, evaluation, or treatment, and the information made available on or through the Services should not be solely relied upon when making medical decisions, or to diagnose or treat a health condition or illness. YOUR USE OF THE SERVICES DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND MIPHR.

You should seek the advice of a physician or a medical professional with any questions you may have regarding your health before beginning any dietary programs or plans, exercise regimen or any other fitness or wellness activities or plans that may be referenced, discussed, or offered under the Services. If you are being treated for a health condition or illness, taking prescription medication, or following a therapeutic diet to treat a disease, you should consult with your physician before using the Services. You represent to us (which representation shall be deemed to be made each time you use the Services), that you are not using the Services or participating in any of the activities offered by the Services for purpose of seeking medical attention. You further agree that, before using the Services, you will consult your physician, particularly if you are at risk for problems resulting from exercise or changes in your diet. If any information you receive or obtain from using the Services is inconsistent with the medical advice from your physician, you should follow the advice of your physician.

The Services are intended to provide you with information to encourage you to support your wellness and fitness activities. Some of the Services are aimed at tracking your physical movements and activity. These Activity Tracking Services rely on sensors and/or GPS functionality that track your movement or body at rest. The data and information provided by the Activity Tracking Services are intended to be a representation of your activity, but may not be completely accurate, including with respect to step, distance, or calorie data. By using Activity Tracking Services, you acknowledge and agree that MiPHR is not responsible or liable for any inaccuracy in such data.

If you are a resident of New Jersey:
Notwithstanding anything herein to the contrary, nothing in these Terms limits or excludes our responsibility for losses or damages caused by MiPHR’s own fraud, recklessness, gross negligence, or willful misconduct.

As the Services grow and improve, we might have to make changes to these Terms.

We reserve the right to modify these Terms by (i) posting revised Terms on and/or through the Services, and/or (ii) providing advance notice to you of material changes to the Terms, generally via email where practicable, and otherwise through the Services (such as through a notification on the home page of the MiPHR website or in -app). Modifications will not apply retroactively unless required by law.

We may sometimes ask you to review and to explicitly agree to or reject a revised version of the Terms. In such cases, modifications will be effective at the time of your agreement to the modified version of the Terms. If you do not agree at that time, you are not permitted to use the Services. In cases where we do not ask for your explicit agreement to a modified version of the Terms, the modified version of the Terms will become effective as of the date specified in the Terms. Your choice to maintain an account, access or use the Services (regardless of whether you create an account with us) following that date constitutes your acceptance of the terms and conditions of the Terms as modified. If you do not agree to the modifications, you are not permitted to use, and should discontinue your use of, the Services.

EXCEPT WHERE PROHIBITED BY LAW, MIPHR EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT TO THE FULLEST EXTENT PERMISSIBLE UNDER THE LAW. THE SERVICES AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS BASIS. Without limiting the foregoing, you understand that, to the maximum extent permitted by applicable law, we make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, availability, or reliability of any of the Services or any Content. To the maximum extent permitted by applicable law, we do not warrant that (i) the Services will meet your requirements or provide specific results, (ii) the operation of the Services will be uninterrupted, virus- or error-free or free from other harmful elements or (iii) errors will be corrected. Any oral or written advice provided by our agents or us does not and will not create any warranty. To the maximum extent permitted by applicable law, we also make no representations or warranties of any kind with respect to any Content; User-Generated Content, in particular, is provided by and is solely the responsibility of the users providing that Content. No advice or information, whether oral or written, obtained from other users or through the Services, will create any warranty not expressly made herein. You therefore expressly acknowledge and agree that use of the Services is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy, and effort is with you.

We are building the best Services we can for you, but we cannot promise they will be perfect. We are not liable for various things that could go wrong as a result of your use of the Services.

To the maximum extent permitted by applicable law, under no circumstances (including, without limitation, negligence) shall MiPHR, its subsidiaries, partners or any wireless carriers be liable to you or any third party for (a) any indirect, incidental, special, reliance, exemplary, punitive, or consequential damages of any kind whatsoever; (b) loss of profits, revenue, data, use, goodwill, or other intangible losses; (c) damages relating to your access to, use of, or inability to access or use the Services; (d) damages relating to any conduct or Content of any third party or user of the Services, including without limitation, defamatory, offensive or illegal conduct or content; and/or (e) damages in any manner relating to any Third-Party Content or Third-party Products accessed or used via the Services. To the maximum extent permitted by applicable law, this limitation applies to all claims, whether based on warranty, contract, tort, or any other legal theory, whether or not MiPHR has been informed of the possibility of such damage, and further where a remedy set forth herein is found to have failed its essential purpose. To the maximum extent permitted by applicable law, the total liability of MiPHR, for any claim under these Terms, including for any implied warranties, is limited to the greater of five hundred dollars (us $500.00) or the amount you paid us to use the applicable Service(s) in the past twelve months.

In particular, to the extent permitted by applicable law, we are not liable for any claims arising out of (a) your use of the Services, (b) the use, disclosure, display, or maintenance of a user’s Personal Data, (c) any other interactions with us or any other users of the Services, even if we have been advised of the possibility of such damages, or (d) other Content, information, services or goods received through or advertised on the Services or received through any links provided with the Services.

To the extent permitted by applicable law, you acknowledge and agree that we offer the Services and set the Services’ prices in reliance upon the warranty disclaimers, releases, and limitations of liability set forth in the Terms, that these warranty disclaimers, releases, and limitations of liability reflect a reasonable and fair allocation of risk between you and form an essential basis of the bargain between you and us. We would not be able to provide the Services to you on an economically reasonable basis without these warranty disclaimers, releases, and limitations of liability.

If you are a resident of California:
You waive your rights with respect to California Civil Code Section 1542, which says “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

If you are a resident of New Jersey:
Notwithstanding anything herein to the contrary, nothing in these Terms limits or excludes our responsibility for losses or damages caused by MiPHR’s own fraud, recklessness, gross negligence, or willful misconduct.

If you are a resident of the United States:
To the maximum extent permitted by applicable law, you agree to indemnify and hold MiPHR, its affiliates and partners harmless from any claim or demand, including reasonable accounting and attorneys’ fees, made by any third party due to or arising out of (a) the User-Generated Content you access or share through the Services; (b) your use of the Services, (c) your activities in connection with the Services, (d) your connection to the Services, (e) your violation of these Terms, (f) your use or misuse of any user’s Personal Data, (g) any violation of the rights of any other person or entity by you, or (h) your employment of the Services to meet another user in person. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us under the Terms, and you agree to cooperate with our defense of these claims.

If you are a resident of New Jersey:
Notwithstanding anything herein to the contrary, nothing in these Terms imposes an obligation for you to indemnify us from claims arising out of MiPHR’s own fraud, recklessness, gross negligence, or willful misconduct.

If you are a resident of the United States location:
These Terms shall be governed by and construed in accordance with the laws of the Delaware and controlling U.S. federal law as applicable, without regard to its conflict of law principles.

If you are a resident of New Jersey:
Notwithstanding anything herein to the contrary, nothing in these Terms imposes an obligation for you to indemnify us from claims arising out of MiPHR’s own fraud, recklessness, gross negligence, or willful misconduct.

If you are a resident of the United States:

Arbitration Agreement

YOU AND MIPHR AGREE TO SUBMIT ANY AND ALL DISPUTES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE (A “DISPUTE”) TO BINDING ARBITRATION. To the maximum extent permitted by applicable law, you and MiPHR agrees that any disputes arising out of or related to your use of the Services (a “Dispute”) will be resolved by binding arbitration pursuant to the Federal Arbitration Act (Title 9 of the United States Code), which shall govern the interpretation and enforcement of this arbitration agreement (“Arbitration Agreement”). In arbitration, Disputes are resolved by a neutral arbitrator instead of a judge or jury, discovery is more limited than in court, and the arbitrator's decision is subject to limited review by courts. The arbitrator can award on an individual basis the same damages and relief as a court, including monetary damages, injunctive relief, and declaratory relief. Judgment on the arbitrator's award may be entered in any court having jurisdiction thereof. Such dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. Except where prohibited, you and we agree to submit to the personal and exclusive arbitration of Disputes relating to your general use of the Services under the Consumer Arbitration Rules of the American Arbitration Association. Please visit www.adr.org for more information about arbitration.

Any arbitration between you and us, to the extent necessary, will be conducted remotely as provided below.

The arbitration will be conducted in English. A single independent and impartial arbitrator will be appointed pursuant to the rules of the American Arbitration Association. The arbitrator will decide all issues relating to the enforceability, interpretation, scope, and application of this Arbitration Agreement (including “gateway” issues of arbitrability, whether the Arbitration Agreement is unconscionable or illusory and any defense to arbitration), and these Terms, except that a court may resolve any question regarding the validity or enforceability of the class action waiver set forth in this Arbitration Agreement. The term "Dispute" and the requirement to arbitrate will be broadly interpreted.

Both you and we agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens for everyone involved:
• the arbitration will be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration;
• the arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and
• any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Barring extraordinary circumstances, the arbitrator will issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings will be closed to the public and confidential and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator will be in writing and will include a statement describing the reasons for the disposition of any claim.

You also acknowledge and understand that, with respect to any dispute with us arising out of or relating to your choice to maintain an account, access or use the Services:

• You are giving up your right to have a trial by jury;
• You are giving up your right to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit involving any such dispute; and
• You must file any claim within one (1) year after such claim arose or it is forever barred.

Payment of all filing, administration and arbitrator fees will be governed by the American Arbitration Association’s rules. MiPHR will reimburse you for those fees up to $5,000, unless the arbitrator determines your claims are frivolous. Likewise, MiPHR will not seek attorneys' fees and costs in arbitration unless the arbitrator determines your claims are frivolous.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS ARBITRATION AGREEMENT, YOU MAY CHOOSE TO PURSUE YOUR CLAIM IN COURT AND NOT BY ARBITRATION IF YOU OPT OUT OF THIS ARBITRATION AGREEMENT WITHIN 30 DAYS FROM THE EARLIER OF: (1) THE DATE YOU ACCEPT THESE TERMS, OR (2) THE DATE YOU FIRST AGREED OR ASSENTED TO AN AGREEMENT WITH MYFITNESS PAL THAT CONTAINED AN ARBITRATION PROVISION. The opt-out notice must be postmarked no later than the applicable deadline and emailed to: info@miphr.com. The opt-out notice must state that you do not agree to this Arbitration Agreement and must include your name, address, phone number and email address. This procedure is the only way you can opt out of this Arbitration Agreement, and failure to comply strictly with this procedure and the applicable deadline automatically will render the opt-out notice null and void. If you opt out of the arbitration provision, all other parts of this Arbitration Agreement will continue to apply.

If this arbitration provision is found to be null and void, then all disputes arising under the Terms between us will be subject to the jurisdiction of the state and federal courts located in New York, New York, and you and we hereby submit to the personal jurisdiction and venue of these courts. You and MiPHR agree that if for any reason a Dispute proceeds in court rather than arbitration: (1) you and MiPHR waive any right to a jury trial; (2) the Dispute will proceed solely on an individual, non-class, non-representative basis; and (3) neither you nor MiPHR may be a class representative or class member or otherwise participate in any class, representative, consolidated, or private attorney general proceeding.

This agreement to arbitrate will not preclude you or MiPHR from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude you or MiPHR from (i) applying to the appropriate court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, or (ii) seeking relief in any state or federal court for disputes related to a violation or possible violation of MiPHR’s intellectual property rights.

• In addition, nothing in these Terms limits your rights to bring an action against MiPHR in the local courts of your place of domicile. All disputes arising under the Terms between you and MiPHR will be subject to the non-exclusive jurisdiction of the courts located in your place of domicile, or the courts located in the Netherlands, and you and we hereby submit to the personal jurisdiction and venue of these courts.

If our relationship or these Terms terminate, it will not limit any of our other rights or remedies, and any provision of these Terms that must survive in order to give proper effect to the intent and purpose of these Terms will survive termination, including without limitation Sections 2 (Ownership and Use of Content), 7 (Fitness and Wellness Activities and Dietary Guidance), 9 (No Warranties), 10 (Limitations of Liability), 11 (Indemnification), 13 (Disputes and Arbitration, Jurisdiction and Venue), and 14 (Survival).

You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of the Terms or your use of the Services. The Terms constitute the entire agreement between you and us with respect to your use of the Services.

Our failure to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

You may not assign, delegate, or otherwise transfer your account or your obligations under these Terms without our prior written consent. We have the right, in our sole discretion, to transfer or assign all or any part of our rights under these Terms and will have the right to delegate or use third-party contractors to fulfill our duties and obligations under these Terms and in connection with the Services.

Our notice to you via email, regular mail, or notices or links displayed in connection with the Services constitutes acceptable notice to you under the Terms. We are not responsible for your failure to receive notice if email is quarantined by your email security system (e.g., “junk” or “spam” folder) or if you fail to update your email address. Notice will be considered received forty-eight hours after it is sent if transmitted via email or regular mail. In the event that notice is provided via links displayed in connection with the Services, then it will be considered received twenty-four hours after it is first displayed.

If you have any feedback, questions, or comments about the Services, please contact our Support Team as detailed info@miphr.com or by mail at: MiPHR, LLC, 575 Lennon Lane, Suite 215, Walnut Creek, CA 94598-2443 575 , and include the subject as “Attn: –MiPHR Terms and Conditions of Use”. Please be sure to include in any email or postal mail your full name, email address, postal address, and any message.