The Positive App’sTerms and Conditions of Use

The following terms and conditions (the “Terms and Conditions”) govern your use of The Positive App mobile application, and any content made available from or through this mobile application (the “Application”). The Application is made available by SpringUpp LLC. (“SpringUpp LLC” or “we” or “us”). We may change the Terms and Conditions from time to time, at any time without notice to you, by posting such changes in the “Application”. BY USING THE APPLICATION, YOU ACCEPT AND AGREE TO THESE TERMS AND CONDITIONS AS APPLIED TO YOUR USE OF THE APPLICATION. If you do not agree to these Terms and Conditions, you may not access or otherwise use the Application.

1.  Medical Advice Disclaimer. 

The content of the Application, including without limitation to text, copy, audio, video, photographs, illustrations, graphics and other visuals, is for informational purposes only and does not constitute professional medical advice, diagnosis, treatment or recommendations of any kind. You should always seek the advice of your qualified heath care professionals with any questions or concerns you may have regarding your individual needs and any medical conditions. None of SpringUpp LLC or its content or service providers recommend or endorse any specific tests, physicians, products, procedures, opinions or other information that may be included on the Application. Reliance on any information appearing on the Application, whether provided by SpringUpp LLC., its content, visitors to the Application or others, is solely at your own risk.

2.   Proprietary Rights.

 As between you and SpringUpp LLC,SpringUpp LLC owns, solely and exclusively, all rights, title and interest in and to the Application, all the content (including, for example, audio, photographs, illustrations, graphics, other visuals, video, copy, text, software, titles, Shockwave files, etc.), code, data and materials thereon, the look and feel, design and organization of the Application, and the compilation of the content, code, data and materials on the Application, including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights, sui generis rights and other intellectual property and proprietary rights therein. Your use of the Application does not grant to you ownership of any content, code, data or materials you may access on or through the Application.

3.    Limited License.

 You may access and view the content in the Application on your computer or other device and, unless otherwise indicated in these Terms and Conditions or in the Application, make single copies or prints of the content on the Application for your personal, internal use only. Use of the Application and the services offered on or through the Application, are only for your personal, non-commercial use.

4.     Prohibited Use. 

Any commercial or promotional distribution, publishing or exploitation of the Application, or any content, code, data or materials on the Application, is strictly prohibited unless you have received the express prior written permission from authorized personnel of SpringUpp LLC or the otherwise applicable rights holder. Other than as expressly allowed herein, you may not download, post, display, publish, copy, reproduce, distribute, transmit, modify, perform, broadcast, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials on or available through the Application. You further agree that you may not alter, edit, delete, remove, otherwise change the meaning or appearance of, or repurpose, any of the content, code, data, or other materials on or available through the Application, including, without limitation, the alteration or removal of any trademarks, trade names, logos, service marks, or any other proprietary content or proprietary rights notices. You acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the Application. If you make other use of the Application, or the content, code, data or materials thereon or available through the Application, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use.

5.     Trademarks. 

The trademarks, logos, service marks and trade names (collectively the "Trademarks") displayed in the Application or on content available through the Application are registered and unregistered Trademarks of SpringUpp LLC and others and may not be used in connection with products and/or services that are not related to, associated with, or sponsored by their rights holders that are likely to cause customer confusion, or in any manner that disparages or discredits their rights holders. All Trademarks not owned by SpringUpp LLC that appear in the Applicationor in or through the Application’s services, if any, are the property of their respective owners. Nothing contained in the Application should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in the Application without the written permission of SpringUpp LLC or the third party that may own the applicable Trademark. Your misuse of the Trademarks displayed in the Application or on or through any of the Application’s services is strictly prohibited.

6.     User Information. 

In the course of your use of the Application and/or the services made available on or through the Application, you may be asked to provide certain personalized information to us (such information referred to hereinafter as “User Information”). SpringUpp LLC’s information collection and use policies with respect to the privacy of such User Information are set forth in the Application’s Privacy Policy which is incorporated herein by reference for all purposes. You acknowledge and agree that you are solely responsible for the accuracy and content of User Information.

7.     Submitted Materials. 

Unless specifically requested, we do not solicit nor do we wish to receive any confidential, secret or proprietary information or other material from you through the Application, by e-mail or in any other way. Any information, creative works, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques or other materials submitted or sent to us (including, for example and without limitation, that which you submit or post to our chat rooms, message boards, survey responses, and/or our blogs, or send to us via e-mail) (“Submitted Materials”) will be deemed not to be confidential or secret, and may be used by us in any manner consistent with the Application’s Priv. By submitting or sending Submitted Materials to us, you: (i) represent and warrant that the Submitted Materials are original to you, that no other party has any rights thereto, and that any "moral rights" in Submitted Materials have been waived, and (ii) you grant us and our affiliates a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and incorporate in other works any Submitted Materials (in whole or part) in any form, media, or technology now known or later developed, including for promotional and/or commercial purposes. We cannot be responsible for maintaining any Submitted Material that you provide to us, and we may delete or destroy any such Submitted Material at any time.

8.     Prohibited User Conduct. 

You warrant and agree that, while using the Application and the various services and features offered on or through the Application, you shall not: (a) impersonate any person or entity or misrepresent your affiliation with any other person or entity; (b) insert your own or a third party’s advertising, branding or other promotional content into any of the Application’s content, materials or services (for example, without limitation, in an RSS feed or a podcast received from SpringUpp LLC or otherwise through the Application), or use, redistribute, republish or exploit such content or service for any further commercial or promotional purposes; or (c) attempt to gain unauthorized access to other computer systems through the Application. You shall not: (i) engage in spidering, “screen scraping,” “database scraping,” harvesting of e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining lists of users or other information from or through the Application or the services offered on or through the Application, including without limitation any information residing on any server or database connected to the Application or the services offered on or through the Application; (ii) obtain or attempt to obtain unauthorized access to computer systems, materials or information through any means; (iii) use the Application or the services made available on or through the Application in any manner with the intent to interrupt, damage, disable, overburden, or impair the Application or such services, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests; (iv) use the Application or the Application’s services or features in violation of SpringUpp LLC’s or any third party’s intellectual property or other proprietary or legal rights; or (v) use the Application or the Application’s services in violation of any applicable law. You further agree that you shall not attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Application or the Application’s services, or any content thereof, or make any unauthorized use thereof. You agree that you shall not use the Application in any manner that could damage, disable, overburden, or impair the Application or interfere with any other party's use and enjoyment of the Application or any of its services. You shall not obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through the Application.

9.     Public Forums. 

SpringUpp LLC may, from time to time, make messaging services, chat services, bulletin boards, message boards, blogs, other forums and other such services available on or through the Application. The public forum posts and comments to such public forum posts are not monitored for accuracy, completeness, thoroughness or timeliness, and do not constitute medical advice or recommendation of any kind. You should not rely on any information contained in such posts or comments and you should consult with your qualified health care professionals to meet your individual needs or advise you as to any treatment. In addition to any other rules or regulations that we may post in connection with a particular service, you agree that you shall not upload, post, transmit, distribute or otherwise publish through the Application or any service or feature made available on or through the Application, any materials which (i) restrict or inhibit any other user from using and enjoying the Application or the Application’s services, (ii) are fraudulent, unlawful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law, (iv) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or publicity or any other proprietary right, (v) contain a virus, spyware, or other harmful component, (vi) contain embedded links, advertising, chain letters or pyramid schemes of any kind, or (vii) constitute or contain false or misleading indications of origin, endorsement or statements of fact. You further agree not to impersonate any other person or entity, whether actual or fictitious, including anyone from SpringUpp LLC You also may not offer to buy or sell any product or service on or through your comments submitted to our forums. You alone are responsible for the content and consequences of any of your activities.

10.  Right to Monitor and Editorial Control. 

SpringUpp LLC reserves the right, but does not have an obligation, to monitor and/or review all materials posted to the Application or through the Application’s services or features by users, and SpringUpp LLC is not responsible for any such materials posted by users. However, SpringUpp LLC reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in SpringUpp LLC’s sole discretion are objectionable or in violation of this Terms of Use, SpringUpp LLC’s policies or applicable law. We may also impose limits on certain features of the forums or restrict your access to part or all of the forums without notice or penalty if we believe you are in breach of the guidelines set forth in this paragraph, our terms and conditions or applicable law, or for any other reason without notice of liability

11.  Private or Sensitive Information on Public Forums. 

It is important to remember that comments submitted to a forum may be recorded and stored in multiple places, both on our Application and elsewhere on the Internet, which are likely to be accessible for a long time and you have no control over who will read them eventually. It is therefore important that you are careful and selective about the personal information that you disclose about yourself and others, and in particular, you should not disclose sensitive, proprietary or confidential information in your comments to our public forums.

12.  Linking to the Application. 

You agree that if you include a link from any other Application to the Application, such link shall open in a new browser window and shall link to the full version of an HTML formatted page of this Application. You are not permitted to link directly to any image hosted on the Application or our services, such as using an “in-line” linking method to cause the image hosted by us to be displayed on another Application. You agree not to download or use images hosted on this Application on another Application, for any purpose, including, without limitation, posting such images on another site. You agree not to link from any other Application to this Application in any manner such that the Application, or any page of the Application, is “framed,” surrounded or obfuscated by any third party content, materials or branding. We reserve all of our rights under the law to insist that any link to the Application be discontinued, and to revoke your right to link to the Application from any other Application at any time upon written notice to you.

13.  Indemnification.

 You agree to defend, indemnify and hold SpringUpp LLC and SpringUpp LLC’s and its affiliates’ directors, officers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Application, your placement or transmission of any message, content, information, software or other materials through the Application, or your breach or violation of the law or of these Terms and Conditions. SpringUpp LLC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with SpringUpp LLC’s defense of such claim.

14.  Orders for Products and Services. 

We may make certain products available to visitors and registrants of the Application. If you order any products, you hereby represent and warrant that you are 18 years old or older. You agree to pay in full the prices for any purchases you make either by credit/debit card concurrent with your online order or by other payment means acceptable to SpringUpp LLC You agree to pay all applicable taxes. If payment is not received by us from your credit or debit card issuer or its agents, you agree to pay all amounts due upon demand by us. Certain products that you purchase and/or download on or through the Application may be subject to additional terms and conditions presented to you at the time of such purchase or download.

15.  Third Party Applications. 

You may be able to link from the Application to third party Applications and third party Applications may link to the Application (“Linked Sites”). You acknowledge and agree that we have no responsibility for the information, content, products, services, advertising, code or other materials which may or may not be provided by or through Linked Sites, even if they are owned or run by affiliates of ours. Links to Linked Sites do not constitute an endorsement or sponsorship by us of such Applications or the information, content, products, services, advertising, code or other materials presented on or through such Applications. The inclusion of any link to such sites on our Site does not imply SpringUpp LLC’s endorsement, sponsorship, or recommendation of that site. SpringUpp LLC disclaims any liability for links (1) from another Application to this Application and (2) to another Application from this Application. SpringUpp LLC cannot guarantee the standards of any Application to which links are provided on this Application nor shall SpringUpp LLC be held responsible for the contents of such sites, or any subsequent links. SpringUpp LLC does not represent or warrant that the contents of any third party Application is accurate, compliant with state or federal law, or compliant with copyright or other intellectual property laws. Also, SpringUpp LLC is not responsible for or any form of transmission received from any linked Application. Any reliance on the contents of a third party Application is done at your own risk and you assume all responsibilities and consequences resulting from such reliance.

16.  DISCLAIMER OF WARRANTIES.

 THE APPLICATION, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, CONTENT, FUNCTIONS AND MATERIALS PROVIDED THROUGH THE APPLICATION, ARE PROVIDED "AS IS," "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, PLAYABILITY, DISPLAYABILITY, ACCURACY, PRECISION, CORRECTNESS, THOROUGHNESS, COMPLETENESS, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. WE DO NOT WARRANT THAT THE APPLICATION OR THE SERVICES, CONTENT, FUNCTIONS OR MATERIALS PROVIDED THROUGH THE APPLICATION WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE APPLICATION OR THE PROVIDED SERVICES WILL MEET USERS’ REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE APPLICATION SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SPRINGUPP LLC ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR EQUIPMENT ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE APPLICATION OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO CONTENT, OR AUDIO CONTENT FROM THE APPLICATION. IF YOU ARE DISSATISFIED WITH THE APPLICATION, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE APPLICATION.

WE TRY TO ENSURE THAT THE INFORMATION POSTED ON THE APPLICATION IS CORRECT AND UP-TO-DATE. WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION PROVIDED ON THE APPLICATION AT ANY TIME AND WITHOUT ANY PRIOR WARNING. SPRINGUPP LLC NEITHER ENDORSES NOR IS RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT ON THE APPLICATION, NOR FOR ANY OFFENSIVE, DEFAMATORY, OBSCENE, INDECENT, UNLAWFUL OR INFRINGING POSTING MADE THEREON BY ANYONE OTHER THAN AUTHORIZED SPRINGUPP LLC EMPLOYEE SPOKESPERSONS WHILE ACTING IN THEIR OFFICIAL CAPACITIES (INCLUDING, WITHOUT LIMITATION, OTHER USERS OF THE APPLICATION). IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE APPLICATION. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER CONTENT, INCLUDING BUT NOT LIMITED TO FINANCIAL, HEALTH, OR LIFESTYLE INFORMATION, OPINION, ADVICE OR OTHER CONTENT.

PRIOR TO THE EXECUTION OF A PURCHASE OR SALE OF ANY SECURITY OR INVESTMENT, YOU ARE ADVISED TO CONSULT WITH YOUR BROKER OR OTHER FINANCIAL ADVISOR TO VERIFY PRICING AND OTHER INFORMATION. WE SHALL HAVE NO LIABILITY FOR INVESTMENT DECISIONS BASED UPON, OR THE RESULTS OBTAINED FROM, THE CONTENT PROVIDED HEREIN. NOTHING CONTAINED IN THE APPLICATION SHALL BE CONSTRUED AS INVESTMENT ADVICE. SPRINGUPP LLC IS NOT A REGISTERED BROKER-DEALER OR INVESTMENT ADVISOR AND DOES NOT GIVE INVESTMENT ADVICE OR RECOMMEND ONE PRODUCT OVER ANOTHER.

WITHOUT LIMITATION OF THE ABOVE IN THIS SECTION, SPRINGUPP LLC AND ITS AFFILIATES, SUPPLIERS AND LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCTS OR SERVICES ORDERED OR PROVIDED VIA THE APPLICATION, AND HEREBY DISCLAIM, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE IN PRODUCT OR SERVICES LITERATURE, FREQUENTLY ASKED QUESTIONS DOCUMENTS AND OTHERWISE ON THE APPLICATION OR IN CORRESPONDENCE WITH SPRINGUPP LLC OR ITS AGENTS. ANY PRODUCTS AND SERVICES ORDERED OR PROVIDED VIA THE APPLICATION ARE PROVIDED BY SPRINGUPP LLC “AS IS,” EXCEPT TO THE EXTENT, IF AT ALL, OTHERWISE SET FORTH IN A LICENSE OR SALE AGREEMENT SEPARATELY ENTERED INTO IN WRITING BETWEEN YOU AND SPRINGUPP LLC OR ITS LICENSOR OR SUPPLIER.

17.  LIMITATION OF LIABILITY.

 IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL SPRINGUPP LLC, OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTENT OR SERVICE PROVIDERS (COLLECTIVELY, THE “PROTECTED ENTITIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE APPLICATION OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, YOUR PROVISION OF INFORMATION VIA THE APPLICATION, LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE APPLICATION. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS AND CONDITIONS OR YOUR USE OF THE APPLICATION EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO SPRINGUPP LLC FOR YOUR USE OF THE APPLICATION OR PURCHASE OF PRODUCTS VIA THE APPLICATION.

18.  Photosensitive Seizures.

 A very small percentage of people may experience a seizure when exposed to certain visual images, such as flashing lights or patterns that may appear in video games or other electronic or online content. Even people who have no history of seizures or epilepsy may have an undiagnosed condition that can cause these “photosensitive epileptic seizures” while watching video games or other electronic content. These seizures have a variety of symptoms, including lightheadedness, disorientation, confusion, momentary loss of awareness, eye or face twitching, altered vision or jerking or shaking of arms or legs. If you experience any of the foregoing symptoms, or if you or your family has a history of seizures or epilepsy, you should immediately stop using the Application and consult a doctor.

19.  Applicable Laws.

 We control and operate the Application from our offices in the United States of America. We do not represent that materials on the Application are appropriate or available for use in other locations. Persons who choose to access the Application from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. All parties to these terms and conditions waive their respective rights to a trial by jury.

20.  Termination.

 SpringUpp LLC may terminate, change, suspend or discontinue any aspect of the Application or the Application’s services at any time. SpringUpp LLC may restrict, suspend or terminate your access to the Application and/or its services if we believe you are in breach of our terms and conditions or applicable law, or for any other reason without notice or liability. SpringUpp LLC maintains a policy that provides for the termination in appropriate circumstances of the Application use privileges of users who are repeat infringers of intellectual property rights.

21.  Changes to Terms of Use.

 SpringUpp LLC reserves the right, at its sole discretion, to change, modify, add or remove any portion of the Terms and Conditions, in whole or in part, at any time. Changes in the Terms and Conditions will be effective when posted. Your continued use of the Application and/or the services made available on or through the Application after any changes to the Terms and Conditions are posted will be considered acceptance of those changes.

22.  Miscellaneous.

 The Terms and Conditions, and the relationship between you and us, shall be governed by the laws of the State of Minnesota, United States of America, without regard to conflict of law provisions. You agree that any cause of action that may arise under the Terms and Conditions shall be commenced and be heard in the appropriate court in the State of Minnesota, Hennepin County, United States of America. You agree to submit to the personal and exclusive jurisdiction of the courts located within Hennepin County in the State of Minnesota. Our failure to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of the Terms and Conditions 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 and Conditions remain in full force and effect.

These Terms and Conditions were revised 10/04/2017

 

 

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