Terms of Service
Please read these Terms carefully. When you accept these terms, a legal agreement is created between you and Opscotch Canada that governs your Membership (the “Agreement”). In this Agreement, the terms “we”, “our” and “us” refer to Opscotch Canada. The terms “you” and “your” refer to you, as a member holding a Membership. If you do not agree with any provision of this Agreement, please do not enroll for a Membership.
NOTE THAT THESE TERMS CONTAIN AN ARBITRATION AGREEMENT, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER THAT AFFECT YOUR RIGHTS. THE ARBITRATION AGREEMENT REQUIRES (WITH LIMITED EXCEPTION) THAT DISPUTES BETWEEN US BE RESOLVED IN BINDING, INDIVIDUAL ARBITRATION AND NOT IN COURT.
1. ENROLLMENT AND TERM OF MEMBERSHIP
To use any of our Memberships, products or services, you must enroll to become a “member”. To participate in some of our Memberships, you may be required to provide additional information that we will request at the applicable time.
By applying for membership, and becoming a member through payment, you represent, warrant and agree that:
- You can form a binding contract with Opscotch Canada;
- You are of the age of majority in your jurisdiction of residence;
- Any samples you provide are your own or the sample of a person for whom you are a legally authorized representative; and
- You will use the Membership for informational purposes only.
Any application for membership is subject to approval by us, at our sole discretion.
Membership Types, Term and Access
You can enroll for a membership under the Basic, OPSCOTCH or Ultimate Memberships. See www.opscotch.com for information about each of the Memberships, including pricing information.
If you already have a WHOOP device, you may be eligible for our Community Membership.
Opscotch Canada reserves the right to modify the terms of our Membership categories or add or delete the types of Memberships at any time. If we do so, we will notify you at the email address that you provide in the sign-up flow for enrollment or as otherwise provided in this Agreement (“Notice”). If you change your email, you must notify us at email@example.com.
The term for a Membership begins when you sign up for a Membership and provide payment information and will continue for the period specified when you sign up, unless earlier terminated as specified in this Agreement. We will be in touch when the initial term is about to expire regarding renewal options (the initial term and any renewal terms are the “Term”). We reserve the right to terminate your participation in a Membership at any time and for any or no reason. Upon termination of the Term, the following provisions will survive: Sections 3, 4, 5.2, 6, 7, 8, 9, 10, 11, 12.1 and 12.3.
2. ACCESSING THE MEMBERSHIP
To access the Membership through a private portal (“Membership Portal”), if any, you will need to create and use a membership user name and password (or we may provide you with access credentials). You must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your membership is personal to you and agree not to provide any other person with access to the Membership or the Membership Portal or portions of it using your membership account information, including your username or password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You are solely responsible for all activities that occur under your membership account or using your username and password.
We have the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms. We further reserve the right to terminate membership accounts or use of the Membership Portal at our sole discretion.
3. Fees and Payment
You agree to pay the fees set forth when you sign up for a Membership (the “Fees”). You agree that we may increase the Fees for any renewal Term after providing you Notice. You authorize us to bill Fees to your credit card, or agree to pay by another payment method approved by us, as specified during your enrollment process. We may suspend or terminate access to any Membership if there are insufficient funds in your credit card account (or other approved payment method) to pay the Fees. You agree to pay the cost of any fees charged to us as a result of your insufficient funds. All Fees, once paid, are non-refundable.
We may offer Members products for sale (“Products”) through the Membership Portal and mobile apps. By placing an order for Products, you agree to pay all fees, applicable taxes and charges (including shipping charges) charged to your account or to you in accordance with the billing procedures in effect when you place your order. Prices are subject to change without notice. You agree that you are responsible to pay all charges for any and all orders placed under your account or in your name.
4. No Medical Advice and third Parties
The Memberships are for informational purposes only. Information provided through the Memberships, whether provided by Opscotch Canada employees or another member, and reference to resource material is not intended to diagnose, treat, suggest a course of treatment, cure or prevent any disease, condition or malady. No warranty is made or given that any information on or linked to any site is complete and/or accurate, and no warranty is given that there may not be a contrary view to any of the material that is hereby published.
The information obtained through the Memberships is not intended to be, nor is it implied to be, a substitute for professional medical or health advice. Any member should always seek the advice of their physician, pharmacist, or other qualified health care provider prior to commencing any treatment for any conditions, diseases or maladies, and questions in relation to such treatment should be directed to such professional health care providers. Members should never disregard professional medical advice or delay in seeking such advice because of information obtained through the Memberships. Reliance on any information provided through the Memberships or provided by Opscotch Canada employees is solely at your own risk.
Any Products offered to you by Opscotch Canada are not medicines and should not be used as a substitute for medical therapies and care of qualified health care providers. Any user should always seek the advice of their physician, pharmacist, or other qualified health care provider prior to commencing any treatment or using any product for any condition, disease or malady, and questions in relation to such treatment and use of Products (including interactions with medications) should be directed to professional health care providers. You should carefully review all information provided with our Products, including on information provided on the product labels and packaging.
The Membership Portal may otherwise contain content from third party sources. Opscotch Canada does not necessarily endorse any third party products, views or information presented through the Memberships and such information or content may not reflect the opinions, recommendations or practices of Opscotch Canada.
5. Using The Membership
Through the Membership Portal, you may access information and content, including any text, images, audio, and video clips (the “Information”). You may access the Information provided that you (1) only use these copies of the Information for your own personal and non-commercial use; (2) do not copy or post the Information or broadcast or redistribute the Information in any media or through any other channel; (3) do not modify or alter the Information in any way; and (4) do not remove any copyright, trademark or other proprietary rights notices contained in any Information you download. You may not distribute, modify, transmit, reuse, report, or use the Information for any other purpose whatsoever without written permission of Opscotch Canada. We reserve title in and to all intellectual property rights in any Information that you download from the Membership Portal. You may not disclose this Information or information submitted in the Group (as defined below) for any reason whatsoever.
The Information posted by Opscotch Canada is believed to be accurate when posted, but is not warranted or represented in any way to be so. The Information may contain technical inaccuracies or typographical errors. Opscotch Canada reserves the right to make changes, corrections and/or improvements to the Information, and to the products described in such Information, at any time without notice. Any use or reliance on such Information is at your own risk. Opscotch Canada will not assume any liability or responsibility for any errors or omissions in any content provided by Opscotch Canada. ALL INFORMATION PROVIDED THROUGH THE MEMBERSHIPS IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
6. Trademarks and Intellectual Property
“OPSCOTCH” is a trademark of Opscotch Canada. All other company names, brand names, trademarks and logos are the property of Opscotch Canada or their respective owners. Additionally, the Membership Portal may contain or reference proprietary information, technologies, products, processes or other proprietary rights of Opscotch Canada and/or other parties. No license to or right to use any such trademarks, trade secrets, technologies, products processes and other proprietary rights of Opscotch Canada, and/or other parties is granted to or conferred upon you. Such rights may only be granted only with the express, prior written permission of us or such other party that may be the owner thereof.
All of the content accessed on or through the Membership Portal or through the Membership, including (without limitation) design, page headers, button icons, graphics, images, text and arrangement thereof, and software, is the property of Opscotch Canada or the property of its licensors, as are all trademark, copyright, patent and/or other intellectual property rights arising therefrom. Nothing from the Membership Portal or the Membership may be used by you, except as provided in this Agreement, without the prior written permission of Opscotch Canada and/or its licensors.
As part of your participation in a Membership, you will be given access to a WhatsApp group for members (the “Group”). In the event you post any communication or materials (whether through the Group or the Membership Portal) including any data, questions, comments, suggestions, testimonials or the like (all of which are collectively called “Submissions”), you grant Opscotch Canada a non-exclusive, royalty-free, perpetual, irrevocable and fully sub-licensable right to delete, reproduce, modify, adapt, publish, translate, share, rent, lend, create derivative works from, distribute, commercialize, communicate by telecommunication, display and otherwise use such Submissions and information throughout the world in any media, now known or hereafter developed for any purpose, and you waive any and all moral rights in the Submissions and such information. You also agree that Opscotch Canada is free to use any ideas, concepts, know-how, or techniques contained in any Submissions for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products using such information. You also grant us the right to use the name you submit (if any) with such Submissions or information, in connection with our rights hereunder.
Any Submissions that you transmit or post constitutes your warranty that such content is not subject to any third party copyright or any other proprietary rights and that you have full capacity and authority to make such submission.
Without limiting the generality of section 7.2 above, you agree to sign and deliver to Opscotch Canada on demand all further documents and assurances that Opscotch Canada may request in connection with the licenses, assignments, transfers, releases and waivers contemplated by that section.
Although Opscotch Canada may from time to time monitor or review discussions or chats in the Group or the Membership Portal, Opscotch Canada is under no obligation to do so and assumes no responsibility or liability arising from the content of any such locations nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in any such information.
Opscotch Canada is not responsible for any Submissions which may be posted, and Opscotch Canada will have the right (but not the obligation) to remove from any such anything which it sees fit to remove for any reason. You must not submit or otherwise publish through the Group or other available channels which:
(a) defames, libels or invades the privacy of any person;
(b) is obscene, pornographic, abusive or threatening;
(c) infringes on any intellectual property or other rights of any person or entity, including without limitation copyrights and trademarks;
(d) violates any law or the legal rights of any person, including privacy rights;
(e) advocates or describes any illegal activity; or
(f) advertises or solicits funds for goods or services.
Opscotch Canada will fully cooperate with any law enforcement authorities or court order requesting or directing Opscotch Canada to disclose the identity of anyone posting any such information or materials.
You will not use the Membership Portal or the Group for any commercial purpose whatsoever.
8. Personal Information And Privacy
Unless encrypted, information sent or received over the Internet is not secure and Opscotch Canada cannot and does not make any representation, warranty or promise concerning the interception by third parties of your personal or other information. Opscotch Canada will not be responsible for any damages you or any third party may suffer as a result of, or in connection with, the transmission of any information from or to Opscotch Canada.
9. Limitation Of Liability And Indemnity
This section does not apply to Quebec consumers with respect to purchase and sale of Products. Your use of the Membership, the Membership Portal, the Products and the Group are undertaken at your own risk. Neither Opscotch Canada, nor any of its directors, officers, employees, licensors or agents, nor any other party involved is liable for any direct, incidental, consequential, indirect, or punitive damages arising out of your access to or use of the Membership, the Membership Portal, the Products and the Group, your reliance on any Information, or any consequences flowing therefrom, including, without limitation, computer viruses which may infect or other damages which may occur to your computer equipment or other property as a result of your access or use of the Membership Portal or the Group. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION LOSS OF DATA, INCOME OR PROFITS OR FAILURE TO REALIZE ANTICIPATED BENEFITS), WHETHER BASED IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
Without limiting the generality of section 9.1, the Membership and the Membership Portal is provided to you without any warranty or representation of any kind, whether expressed or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement or any other warranties which may be implied according to the laws of any jurisdiction, unless in your jurisdiction the exclusion of some or all of such expressed or implied warranties is not permitted or is restricted, in which case all such expressed or implied warranties are excluded to the fullest extent permitted by law in your jurisdiction.
This clause is not applicable to Quebec consumers. ALL PURCHASED PRODUCTS ARE SUBJECT ONLY TO WARRANTIES EXPRESSLY PROVIDED BY OPSCOTCH. WITHOUT LIMITING THE FOREGOING, OPSCOTCH SPECIFICALLY DISCLAIMS LIABILITY FOR THE USE, MISUSE, OR IMPROPER SELECTION OF THE PRODUCTS, AND NON-COMPLIANCE WITH PROVIDED DIRECTIONS. OPSCOTCH DOES NOT WARRANT THAT ANY OF THE PRODUCTS WILL MEET YOUR EXPECTATIONS.
You promise to indemnify and save Opscotch Canada, and its officers, directors, employees, licensors and agents harmless from and against any and all claims, demands, liabilities, costs and expenses whatsoever, including without limitation reasonable legal fees and disbursements, resulting directly or indirectly from:
(a) your breach of any of your agreements, representations or warranties set out in this Agreement;
(b) your access to or use of Membership, the Membership Portal, the Products and the Group or any site provided by way of link, or your use of, reliance on, or publication, communication or distribution of anything on or from the Membership, the Membership Portal or the Group ; and/or
(c) your violation of any law or regulation.
Your sole remedy for dissatisfaction with the Memberships or any Information or on any hyperlinked website is to stop using the Membership, Information or hyperlinked website.
10. Linked Sites
11. Governing Law And Arbitration
This section is not applicable to Quebec consumers with respect to purchase and sale of Products. Opscotch Canada controls the Memberships and offers the Products from within the Province of British Columbia, Canada. Regardless of your place of residence, the location where you access the Memberships or any other consideration, you agree that this Agreement, your use of the Memberships, purchase of the Products and all related matters are governed by the laws of the Province of British Columbia and the laws of Canada in force in there, without regard to its rules relating to conflict of laws.
This section is not applicable to Quebec consumers with respect to the purchase and sale of Products. PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES INDIVIDUALLY AND PREVENTS YOU FROM SUING IN COURT OR HAVING A JURY TRIAL. Subject as set out below, any dispute, claim, or controversy arising out of or related to this Agreement and the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the determination of the scope or applicability of this Agreement to arbitrate, will be referred to and finally resolved by arbitration. Notwithstanding the preceding sentence, neither Opscotch Canada or you are required to arbitrate any dispute in which either party seeks equitable or other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. The Supreme Court of British Columbia, Vancouver Registry, will have exclusive jurisdiction over any suit not subject to arbitration. You and Opscotch Canada will (a) notify each other of any dispute within 30 days of when it arises and (b) attempt informal resolution prior to any demand for arbitration. Arbitration will be administered by the Vancouver International Arbitration Centre (“VIAC”) (or its successor) pursuant to its Arbitration Rules, and conducted by a single arbitrator in Vancouver, British Columbia, Canada, unless the arbitrator determines differently. The appointing authority will be the VIAC. The language of the arbitration will be English. Except as expressly provided herein, the arbitrator has the authority to grant any remedy that would otherwise be available in Court. Whether the dispute is heard in arbitration or in Court, you and Opscotch Canada will not commence against the other a class action, class arbitration or other representative action or proceeding against Opscotch Canada.
12. General Terms
The terms of this Agreement are severable from one another. If any provision of this Agreement is determined to be unenforceable or invalid, then such provision will be enforced to the fullest extent permitted by applicable law, and such determination will not affect the validity and enforceability of any other remaining provisions.
You may not assign or delegate any of its rights or obligations hereunder without our prior written consent, and any such attempt is void. We may freely assign or delegate our rights and obligations hereunder without notice.
This Agreement cannot be amended or modified except by our express and explicit agreement to modify this Agreement in writing, or by us making such amendments or modifications available pursuant to a modification of this Agreement as permitted herein. In the event of a conflict between the provisions of the Terms and the provisions of any other document or agreement incorporated or referenced herein, these Terms will govern to the extent of the inconsistency. We reserve the right to unilaterally update or modify (each, a “change”) this Agreement at any time and from time to time. We will notify you of any changes to this Agreement. Continued use of the Membership Portal and the Membership following notice of such change means that the amendments have been accepted.
Questions about the Memberships or this Agreement can be directed to firstname.lastname@example.org.