We at IPOS Technology B.V. (“IPOS”, “we”, “our”, or “us”) welcome you to use our Service (any capitalized terms not defined, have the meaning as set out in Article 1). IPOS developed the IPOS Device and the App which enable you to improve your horseback riding by receiving (among others) real time feedback on your time per gait: (walk, trot, and canter) as well as the numbers of transitions and the overall intensity of your training.
Article 1 DEFINITIONS AND INTEPRETATION
“App” the IPOS training application which is developed by IPOS and is compatible with the IPOS Device.
“Effective Date” the effective date of the App Subscription Agreement, as set out on the Order Form.
“Initial Term” the initial term of the App Subscription Agreement, as further defined in Article 6.1.
“Intellectual Property Rights” all copyrights, neighbouring rights, database rights, patent rights, trademark rights, trade name rights, design rights, portrait rights, trade secret rights, rights in domain names, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, related dependent or ancillary rights and priority or goodwill rights and all similar or equivalent rights or forms of protection in any part of the world.
“IPOS” IPOS Technology B.V. a limited liability company organized and existing under the laws of the Netherlands, with its statutory seat and it’s official address in (5656 AE) Eindhoven, at the High Tech Campus 12, the Netherlands, registered with the Dutch trade register of the Chamber of Commerce under number 71701346.
“IPOS Content” any photos, images, graphics, video, audio, data, text, music, exercise regimens, comments, software, works of authorship of any kind, and other information, content, or other materials that are posted, generated, provided, or otherwise made available through the Service.
“IPOS Device” the IPOS Rein Sensor pod (including the wireless charging pad) that is manufactured, distributed, or sold by IPOS itself or through its authorized resellers or distributers as made available to you for the use of the Service.
“Order Form” any online or written order form for the concluding of the App Subscription Agreement, submitted by you either during an online order process (via our Website, the App, e-mail or pdf) or separately signed by you and submitted to IPOS, and any future purchase order or order form that makes reference to the App Subscription Agreement.
“Renewal Term” any renewal term of the App Subscription Agreement, as further defined in Article 6.1.
“Service” the services provided by IPOS, which are available through the App, the Website, the Documentation, the IPOS Content, the IPOS Device and other products, including but not limited to: associated firmware, Software and API’s.
“Software” means any and all software made available to you by IPOS for the use of the Service, either via the App, the Website, the IPOS Device or otherwise.
“Subscription Fee” the fee to be paid by you to IPOS with regard to the Service under the App Subscription Agreement.
“Third Party Software” any software and/or components of such software including but not limited to commercial software, open source software, operating system software, mobile application software, tools, and utilities that is not developed or owned by IPOS.
“User Content” all data, photos, videos, comments, activities, and other content posted or created by you on (or in connection with) the App and the Software. User Content is also automatically generated when you track your training using the Software.
“Website” the IPOS website hosted at https://www.ipostechnology.com/.
1.3 References to words denoting any gender shall include all genders.
1.4 Any undertaking by IPOS and you not to do an act or thing shall be deemed to include an undertaking not to permit or suffer such act or thing to be done by another person.
1.5 References to the Parties include their respective successors in title and permitted assigns.
Article 2 LICENSE TO USE THE SERVICE
2.2 Except to the extent permitted by law, you may not perform, attempt to perform, encourage or assist others in performing any of the following while accessing or using the Service: (i) use, display, mirror, or frame the Service or any individual element within the Service, including the layout and design of any page of the App or Website, without our express written consent; (ii) use our name, any of our trademark or logo, or any of our proprietary information without our express written consent; (iii) access or tamper with non-public areas of the Service, our computer systems, or the technical delivery systems of our providers; (iv) test the vulnerability of any our systems or breach any security or authentication measures; (v) circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Service; or (vi) modify, decompile, disassemble, reverse engineer, tamper with, or otherwise attempt to derive the source code of any Software.
Article 3 USE OF THE SERVICE
3.1 Persons under the age of 13 (thirteen) years, or any higher minimum age in the jurisdiction where such person resides, are not permitted to access or use the Service unless their holder of parental responsibility has consented in accordance with applicable law. Additionally, you cannot access or use the Service if you are barred from receiving services under applicable law or have previously been suspended or removed from the Service.
3.2 You agree to use the features of the App only in accordance with the instructions as set out in the App. You may only connect to the Service using (i) a device that is manufactured, distributed, or sold by IPOS itself or through its authorized resellers or agents; (ii) our Website; or (iii) our App or approved third-party Apps, software, or devices. You may not connect to the App with any device that is not manufactured, distributed, or sold by IPOS itself or through its authorized resellers or agents. Any violation or attempted violation of this provision may result in the immediate termination of your ability to access the Service.
Article 4 NECESSARY EQUIPMENT
Full use of the Service is dependent upon your use of a computer with adequate software or a supported mobile device and internet access. The maintenance and security of this equipment may influence the performance of the Service and it is your responsibility to ensure the equipment’s functionality. You are responsible for all internet access charges.
Article 5 CREATING AN ACCOUNT
5.1 Use of the Service requires that you create an Account, for which you must provide the required registration information, including a username and password. We reserve the right to deny a user the ability to create a profile if the registration information provided is incomplete or otherwise inadequate.
5.2 Your right to use the Service is personal to you, and you are only allowed to create 1 (one) Account. Your Account is personal. You cannot transfer, assign or share your Account. Usernames and passwords are user-specific and should not be given to third parties. You are responsible for the use of the Service with your Account. You must protect any passwords or other credentials associated with your Account and take full responsibility for any use of your Account. If your username and/or password becomes compromised, you must inform us of this as soon as possible in order to limit your liability.
Article 6 TERM AND TERMINATION APP SUBSCRIPTION AGREEMENT
6.1 The use of the App requires a subscription. For this you can fill in the Order Form on the Website or the App. Thereafter, the App Subscription Agreement shall come into force upon the Effective Date and shall continue in effect for a period of 1 (one) month. Upon expiration of this initial term, the App Subscription Agreement shall automatically renew for successive renewal terms with a period of 1 (one) month.
6.2 You have the right to terminate the App Subscription Agreement at all times by using the instructions stated in the App. In the event of termination of the App Subscription Agreement you will still have access to your Account until the end of the current billing cycle, after this your Account will be deleted.
6.3 IPOS may terminate the App Subscription Agreement immediately (a) if the billing data or contact information provided by you is false or fraudulent; or (b) as a result of your material breach of the provisions of the App Subscription Agreement (after written notification to you of the material breach and such breach is not resolved within 7 (seven) days of notification, or, in the case of a failure to pay Subscription Fees in a timely manner by you, after a 2 (two) weeks late payment period).
6.4 In the event the App Subscription Agreement is terminated as a result of a situation as described in Article 6.3, you shall pay us the remaining balance of Subscription Fees and any additional charges (if any) as set out in Article 7 owed for the entire applicable Renewal Term, if then in effect. We and you acknowledge that this payment represents a reasonable estimate of our damages in the event of an early termination. In the event of termination of the App Subscription Agreement for any of the reasons as mentioned in this Article 6.4, your access and use of the App shall cease immediately.
6.5 All provisions of the App Subscription Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. Each of our or your termination rights are in addition to any suspension rights we may have under the App Subscription Agreement.
6.6 IMPORTANT NOTICE: Uninstalling the App doesn’t automatically terminate the App Subscription Agreement. If you uninstall the App without receiving a confirmation message that your App Subscription Agreement has been terminated, you will still get charged.
Article 7 FEES AND PAYMENT TERMS APP SUBSCRIPTION AGREEMENT
7.1 The Subscription Fee is recorded on the Order Form.
7.2 We reserve the right to change the Subscription Fees or applicable charges and to institute new charges, providing a 2 (two) weeks prior written notice to you.
7.3 Payment will be made by you in accordance with our payment terms and, if applicable, those of any third-party payment processor.
7.4 We may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by us 30 (thirty) days after the date of the invoice.
7.5 The Subscription Fees are payable in advance, irrevocable and non-refundable, except as agreed otherwise in writing between Parties.
7.6 You agree to provide us with complete and accurate billing and contact information. In case payment is made by credit card, or you otherwise provide us with your credit card information, you authorize us to bill such credit card (i) at the Effective Date; and (ii) for any billing frequency, as set out on the Order Form. If we, in our discretion, permit you to make payment using a method other than a credit card, we will invoice you at the time of your order, as set forth on the Order Form and thereafter, on a monthly basis in advance of the relevant billing period, and all such amounts invoiced will be due within 30 (thirty) days of your receipt of such invoice.
7.7 If you believe that we have billed you incorrectly, you must contact us no later than 30 (thirty) days after the closing date of the 1st (first) billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to firstname.lastname@example.org.
7.8 You shall pay all personal property, sales, use, value-added, withholding and similar taxes (other than any taxes on our net income) arising from the transactions under the App Subscription Agreement, even if such amounts are not listed in the App Subscription Agreement. To the extent that you are exempted from sales or other taxes, you agree to provide us, upon request, with the appropriate exemption certificate.
7.9 All amounts stated in or in relation to the App Subscription Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by you to us.
7.10 We reserve the right, in our discretion, to suspend the App Subscription Agreement in the event that any payment is due but unpaid and you have been requested but failed to cure such payment failure.
Article 8 TERMS OF SALE, RETURNS AND WARRANTY
OF IPOS DEVICE
Article 9 POSTING AND CREATING USER CONTENT
9.1 You represent and acknowledge that you have the right to create User Content via the App and/or the Software and that your User Content is automatically generated by tracking your activities using the Software. IPOS may enable you to generate, post, upload, store, share, send, or display your User Content to and via the Service.
9.2 You retain all rights to your User Content. By making your User Content available on or through the Service you hereby grant IPOS a non-exclusive, perpetual, transferable, sub-licensable, royalty-free, worldwide license to use any of your User Content, in whole or in part, for any purpose, including commercial use, which includes the right to translate, display, reproduce, modify, create derivative works, sublicense, distribute and assign these rights. However, the rights you grant us under this Article 9.2 are only for the limited purpose of offering and improving the Service.
9.3 You represent and warrant that you own your User Content or that you have all rights necessary to grant us a license to use your User Content as described in this Article 9.
9.4 You are responsible for your User Content. You represent and warrant to us that your User Content, the use and provision of your User Content on the Service, and your use of the Service will not (i) infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (ii) violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) be fraudulent, false, misleading, or deceptive; (iv) be defamatory, obscene, pornographic, vulgar, or offensive; (v) promote discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vi) be violent or threatening or promote violence or actions that are threatening to any person or entity; or (vii) promote illegal or harmful activities or substances.
Article 10 PROHIBITED ACTIVITIES
The Service is intended for your personal, non-commercial use. Furthermore, you agree not to: (i) upload any content that contains software viruses or is designed to interrupt, destroy, or limit the functionality of any equipment or services, or that contains other harmful, disruptive, or destructive files or content; (ii) harvest, solicit, or collect information of other users for any reason whatsoever, including, without limitation, for sending unsolicited communications; (iii) use or attempt to use another user’s account without authorization, or impersonate any person or entity; (iv) post, advertise, or promote products or services commercially, or upload any content that is advertising, promotional material, junk mail, spam, or a contest or sweepstake, or van that furthers or promotes criminal activity; or (v) use the Service in any manner that, in our sole discretion, is objectionable or restricts or inhibits any other person from using or enjoying the Service, or which may expose IPOS or our users to any harm or liability of any type. IPOS may, in its sole discretion, alter, remove, or refuse to display any of your User Content, and may forbid you from posting, uploading, storing, sharing, sending, or displaying your User Content to and via the Service.
Article 11 INTELLECTUAL PROPERTY RIGHTS
11.2 Our logos and any other IPOS trademarks that may appear on the Service, and the overall look and feel of the Service, including page headers, graphics, icons, and scripts, may not be copied, imitated or used, in whole or in part, without the prior written permission of IPOS. Other trademarks, product, and service names and company names or logos mentioned on the Service are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder.
Article 12 ENFORCEMENT RIGHTS
Article 13 THIRD-PARTY SERVICES
Article 14 DATA AND PRIVACY
Article 15 FEEDBACK AND COMPLAINTS
Article 16 CHANGES AND TERMINATION
16.1 We reserve the right to discontinue offering the Service or to modify the Service at any time in our sole discretion. IPOS is not liable to you or to any third party for any modification, suspension, or discontinuance of any feature, component, or content of the Service. We reserve the right to determine the timing and content of software updates, which may be automatically downloaded and installed by IPOS products without prior notice to you.
16.3 You may close your Account at any using the instructions as set out in the App.
Article 17 DISCLAIMER
17.2 If you rely on the Service, you do so solely at your own risk. We are not responsible for the accuracy, reliability, availability, effectiveness, or correct use of information you receive through the Service. The content of the Service may change from time to time or vary by geographic location.
Article 18 NO SUBSTITUTE FOR PROFESSIONAL COACHING OR PHYSICIANS
Please note that the information, exercise/training programs and/or guides in the IPOS Academy and the IPOS App cannot replace the services of coaches, veterinarians or physicians. The information and materials provided in the Service must not be used in place of a visit, call, consultation or advice of your coach, veterinarian or other physicians. The Service is not a diagnostic tool and does not promote or recommend any particular form of medical treatment.
Article 19 INDEMNITY
Article 20 LIMITATION OF LIABILITY
20.2 In some jurisdictions the applicable law may not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, our liability will be limited to the fullest extent permitted by applicable law.
Article 22 MISCELLANEOUS