Terms of Service
Terms of Service for the MetriLife Mobile Application
Last Updated Sept. 1, 2017
Please read the terms of service carefully before using MetriLife ("the App") operated by 1-Life Inc. ("1LI"). This Data Service Agreement ("Agreement") is made and is effective as of the date you accept the terms and conditions of this Data Service Agreement (the "Effective Date") between 1LI and you ("You" or "Recipient").
All capitalized terms herein shall have the meanings set forth below:
"Services" means the provision to Recipient of the services through and as a result of the use of the software known as MetriLife.
"Service Fees" means the fees payable by the Recipient or for and on behalf of the Recipient.
2.0 USE OF SERVICE
2.1 Use of Services
(a) Grant. Upon and subject to Recipient’s acceptance of the terms and conditions of this Agreement and the payment of the Service Fees, 1LI hereby grants to Recipient, for the Term, a non-exclusive, non-transferable and non-sublicensable (except as set out herein) revocable right to use the Services as and to the extent described in this Agreement. Recipient may not grant a sub‑license or right of access to the Services to any other person or third party.
(b) Term. This Agreement shall commence on the Effective Date and shall continue unless terminated earlier in accordance with the terms of this Agreement (the "Term").
(c) Permitted Use. Recipient shall be permitted to access and use the Services and all data, materials and information solely and exclusively for its own internal or personal use and not for commercial purposes.
(d) Restrictions on Use. Recipient shall not permit or authorize any person to: (i) adapt, change, alter or otherwise modify the Services; and (ii) except as expressly permitted by this Agreement, provide, disclose, sublicense, distribute, repackage, transfer, assign or otherwise permit any third party (including any news and information vendors or resellers) to access, use, read or otherwise gain access to the Services. For greater certainty, the Recipient will not alter, repackage or modify the Services or the presentation of the data and information contained therein so as to bias, affect or otherwise modify the results generated thereby.
(e) Recipient Obligations: Recipient shall maintain adequate security systems and procedures to prevent unauthorized use of the Services or misuse thereof and will ensure that passwords and user identification information are not disclosed to unauthorized persons. 1LI shall have no responsibility, obligation or liability to ensure that any person accessing or using the Services is valid and authorized.
Recipient acknowledges and agrees that, save and except for the rights explicitly granted by this Agreement, all right, title and interest in and to the Services is the sole and exclusive property of 1LI. 1LI reserves all rights not expressly granted to Recipient hereunder, and for greater certainty, 1LI shall retain all intellectual property and other proprietary rights in and to the Services. Nothing in the Agreement shall, or shall be deemed or construed to, assign, transfer or convey to Recipient any title, rights or interest in any intellectual property, including in or to the Services, other than the rights specifically and expressly granted herein. 1LI’s web site, the App, and all information (excluding data entered or uploaded by the Recipient), data and materials available thereon or provided through the provision of the Services, including, among others, quotes, data, reports, graphics, texts, files, software, spreadsheets, products, drawings, pictures, photographs, audio clips, video clips, feeds and their content, logos, trade names, business names, trademarks and any other material or element (collectively, the "Content"), including the manner in which the Content is presented or appears and all related information, belongs to 1LI. 1LI grants to Recipient a royalty-free, limited, personal, non-exclusive, non-transferable, revocable license to access, view and download or print the Content for Recipient’s internal use and non-commercial use. Recipient will not alter, remove, cover or otherwise obscure any copyright notices, trademark notices and any other intellectual property rights or any notices, waivers or disclaimers attaching to or displayed on the Services and related documentation and any other material and documentation made available under this Agreement.
2.3 Trademarks and Use of Names.
"1LI Marks" means the trade-marks, logos, business names and other marks of the 1LI (or its licensors) as is designated by 1LI from time to time hereunder, including MetriLife Recipient acknowledges and agrees that 1LI owns the 1LI Marks and no right, title or interest is granted to the Recipient in the 1LI Marks.
2.4 1LI Obligations.
1LI shall use its reasonable commercial efforts to ensure the uninterrupted supply of the Services, provided that 1LI shall be under no obligation or liability to or through Recipient for any error in or any delay or failure in transmission of the Services beyond 1LI’s reasonable control. 1LI does not guarantee and makes no warranties or representations with respect to the sequence, accuracy or completeness of any information or data furnished hereunder, nor does it represent that the information or data disseminated may be relied upon for any purpose.
3.0 CONFIDENTIALITY, WARRANTIES AND RISK MANAGEMENT
3.1 Confidential Information.
"Confidential Information" means all data and information, whether accessed electronically or otherwise, of a confidential or proprietary nature of the parties hereto, including trade secrets, functional and technical specifications, designs, drawings, translations, analysis, research, processes, computer programs, beta versions, algorithms, methods, ideas, "know how," and other technical information, sales and marketing research, materials, plans, projects, and other business information, accounting and financial information, personnel records, other information concerning the products, services and business of the parties, and information concerning third-party suppliers. Subject to the provisions of this Section, information shall be considered to be Confidential Information: (a) if marked as such; (b) if the disclosing party orally or in writing has advised the receiving party of the confidential nature of the information; or (c) if, due to its character or nature, reasonable people in a like position and under like circumstances would treat it as confidential.
3.2 Use of Confidential Information.
The parties agree, both during and after the term of this Agreement, to hold the Confidential Information of the other party in the strictest confidence and not to disclose such Confidential Information to any third party. Each party shall, however, be permitted to disclose relevant aspects of such Confidential Information to its officers, employees, attorneys, auditors by a public accounting firm, or a federal or state government agency, on a need-to-know basis, provided that it has undertaken to protect the Confidential Information to the same extent as required under this Agreement. Each party shall give the other party notice immediately upon learning of any unauthorized use or disclosure of Confidential Information.
3.3 Exceptions; Permitted Disclosure.
The obligations set forth in this Section do not apply if and to the extent the party receiving Confidential Information ("Receiving Party") establishes that (i) the information disclosed to the Receiving Party was already known to the Receiving Party, without obligation to keep it confidential, (ii) the Receiving Party received the information in good faith from a third party lawfully in possession thereof without obligation to keep such information confidential, (iii) the information was publicly known at the time of its receipt by the Receiving Party or has become publicly known other than by a breach of this Agreement, (iv) the information is independently developed by the Receiving Party without use of the other Party's Confidential Information, or (v) the information is required to be disclosed by applicable statute or regulation or by judicial or administrative process, provided that, in the case of (i) through (iv) above, such circumstances are demonstrated with written evidence thereof and that, in the case of (v) above, the Receiving Party will use reasonable efforts under the circumstances to notify the other party of such requirements so as to provide such party the opportunity to obtain such protective orders or other relief as the compelling court or other entity may grant.
3.4 Unauthorized Disclosure.
Recipient shall notify 1LI immediately upon discovery of any unauthorized use or disclosure of the Confidential Information, and will cooperate with 1LI in every reasonable way to help regain possession of such Confidential Information and to prevent its further unauthorized use or disclosure.
3.5 Survival and Return of Information.
The obligations of confidentiality in this Agreement shall be effective throughout the term of this Agreement and, notwithstanding the return of any Confidential Information or any other event, shall continue in full force and effect following its termination. Without prejudice to any other rights provided herein, upon termination of this Agreement, Recipient shall return to 1LI all Confidential Information in its possession or control, or destroy such Confidential Information, including any copies or reproductions thereof.
3.6 No Other Warranties.
RECIPIENT ACKNOWLEDGES AND AGREES THAT THE WARRANTIES, REPRESENTATIONS AND COVENANTS EXPRESSLY CONTAINED IN THIS AGREEMENT ARE THE ONLY WARRANTIES, REPRESENTATIONS AND COVENANTS PROVIDED BY 1LI CONCERNING THE Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE Services, INCLUDING, WITHOUT LIMITATION, ALL INFORMATION, DATA, MATERIALS AND ANALYSIS CONTAINED THEREIN, ARE PROVIDED ON AN "AS IS" BASIS AND THERE ARE NO OTHER REPRESENTATIONS, COVENANTS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF NON-INFRINGEMENT OR THAT THE USE OF THE Services WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT REPORTED FAULTS ARE OR WILL BE CORRECTABLE, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DENIED AND DISCLAIMED. RECIPIENT CONFIRMS THAT IT HAS NOT RELIED ON ANY REPRESENTATION, WARRANTY, CONDITION OR PROMISE MADE BY 1LI WHICH HAS NOT BEEN EXPRESSLY STATED IN THIS AGREEMENT.
3.7 Recipient Acknowledgement.
Recipient acknowledges and agrees that the Services and any data, information or documentation generated thereunder is for informational purposes only and do not represent medical advice. Neither 1LI or any user of the Services, including, without limitation, the coaches, associations or athletes shall be liable for the Services or any data, information or documentation generated thereunder or relied upon.
Recipient agrees it shall indemnify and hold 1LI and its officers, directors, employees, agents, successors and assigns harmless from and against any and all claims, actions, demands, suits, causes of action, losses, damages, liabilities, judgements, costs and expenses (including reasonable attorneys’ fees) which may be brought against such parties or which such parties may suffer or incur in respect of, in connection with or otherwise arising out of or concerning: (a) any use of the Service by Recipient or by third party users and (b) any breach, violation or infringement by Recipient of this Agreement or of 1LI’s intellectual property rights or other proprietary rights in or to the Service.
3.9 No Indirect Damages.
1LI AND IT’S OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS SHALL NOT BE LIABLE TO RECIPIENT FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITH RESPECT TO LOSS OF DATA) SUFFERED BY RECIPIENT HOWSOEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR RECIPIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3.10 Limitation of Liability.
1LI’S TOTAL LIABILITY AND OBLIGATION TO RECIPIENT, IN THE AGGREGATE FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN ANY CONNECTION WITH THIS AGREEMENT, WITH RESPECT TO ANY EXPENSE, DAMAGE, LOSS, INJURY, OR LIABILITY OF ANY KIND OR NATURE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, BY STATUTE OR OTHERWISE) SHALL NOT EXCEED THE SERVICE FEES PAID BY RECIPIENT.
3.11 1LI advises the recipient that information it - or its subsidiaries, service providers, or suppliers - holds may be available by governments or government agencies under a lawful order. For example, if 1LI (or one of its subsidiaries, service providers, or suppliers) is presented with a lawful order requiring surrender of certain information, then that information must be surrendered to the appropriate party. 1LI also advises the recipient that such information may be transferred to a foreign country for processing and/or storage where it will be subject to the laws of the foreign jurisdiction, which may be different (and less protective) than those of the recipient's jurisdiction. Recipient acknowledges this.
3.12 Recipient agrees to receive emails from 1LI. Such emails are intended to enhance user experience and may include logging reports, notifications of MetriLife app activities, and MetriLife system alerts/updates. Such emails can be opted out of at any time by contacting 1LI. Please see www.1-lifeinc.com for contact information.
3.13 1LI advises the recipient that there are risks to using unencrypted email (e.g., Hotmail, Yahoo Mail, personal Gmail); namely, there may be some level of risk that information in the email could be read by a third party. Recipient acknowledges these risks, and confirms that - if their MetriLife account is associated with an unencrypted email address - they still prefer to use unencrypted email to receive emails from 1LI. Recipient acknowledges that persons with whom their data is shared (if any) may receive emails sent to unencrypted email addresses, and recipient explicitly consents to the sending of such emails. Recipient acknowledges that 1LI is not responsible for the security of its clients' email systems.
3.14 1LI advises the recipient that there are risks to receiving SMS messages; namely, there may be some level of risk that information in the SMS message could be read by a third party. Recipient acknowledges these risks, and confirms that - if their MetriLife account is configured to have SMS reminders enabled - they still prefer to receive SMS messages from 1LI. Recipient can disable such messages at any time.
3.15 1LI advises the recipient that there are risks to receiving notifications from mobile apps; namely, there may be some level of risk that information in the notification could be read by a third party. Recipient acknowledges these risks, and confirms that - if their MetriLife account is configured to have mobile app notifications enabled - they still prefer to receive mobile app notifications from 1LI. Recipient can disable such notifications at any time.
Either party shall have the right to terminate the Agreement: (a) if the other party has breached any material provision of this Agreement (including the failure to pay any Service Fees when due); or (b) if the other party becomes insolvent, files a voluntary petition in bankruptcy or insolvency or a petition for reorganization under any bankruptcy law, the other party consents to any involuntary petition in bankruptcy or if a receiving order is given against the other party under any bankruptcy law, or an order, judgement or decree is entered by any court of competent jurisdiction, upon the application of a creditor, receiver, trustee or liquidator of all or a substantial part of the other party's assets, and the same has not been discharged or terminated without prejudice to the non-defaulting party’s rights under the Agreement within thirty (30) calendar days.
4.2 Effect of Termination.
Upon termination of this Agreement: (a) the rights granted herein shall immediately terminate and Recipient shall cease all use of the Services, (b) each party shall return to the other party the Confidential Information of the other party, (c) 1LI will no longer retain personal information and will anonymize account data; and (c) Recipient shall immediately cease to use the 1LI Marks, and shall not use any marks similar to or confusing with the 1LI Marks, whether on its website(s) or otherwise. The termination of this Agreement shall be without prejudice to any rights which either party may have at law or in equity.
This Agreement shall be binding upon and shall enure to the benefit of and be enforceable by each of the parties, their respective successors and permitted assigns. Subject to the following sentence, Recipient may not assign all or any part of the Agreement, without the prior consent of 1LI.
5.2 Force Majeure.
If, by reason of Force Majeure, 1LI (the "Frustrated Party") is delayed or unable, in whole or in part, to perform or comply with any of its obligations under the Agreement, then, subject to the remainder of this Section, it shall be relieved of liability and shall suffer no prejudice for failing to perform to the extent that the inability was caused by Force Majeure, provided that it gives to Recipient reasonably prompt notice of such inability. In the event of a Force Majeure, the Frustrated Party shall use commercially reasonable efforts to remedy the situation and remove the cause of its inability to perform as soon as possible. The Frustrated Party shall give Recipient reasonably prompt notice of the cessation of Force Majeure. "Force Majeure" means an event of fire, flood, earthquake, element of nature or act of God; acts of war, terrorism, rebellions or revolutions in Canada, riots, civil disorders or disobedience, acts of vandalism, other unlawful acts; internet failure; or any other similar event beyond the reasonable control of 1LI.
The obligations and covenants of the Parties described in Articles 2, 3, 4, 5.2, 5.3, 5.5, 5.8 and 5.10 of this Agreement shall survive the termination of the Agreement for any reason.
In the Agreement: (a) words denoting the singular include the plural and vice versa and words denoting any gender include all genders; (b) all usage of the word "including" or the phrase "e.g.," shall mean "including, without limitation," throughout the Agreement; (c) the division of the Agreement into separate Articles, Sections, Subsections and Schedules and the insertion of headings is for convenience of reference only and shall not affect the construction or interpretation of the Agreement; (d) words or abbreviations which have well-known or trade meanings are used herein in accordance with their recognized meanings; and (e) the parties agree that the Agreement shall not be construed in favour of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of the Agreement.
5.5 Governing Law / Entire Agreement.
This Agreement shall be governed by, construed and interpreted in accordance with the laws of the Province of Ontario, Canada. This Agreement constitutes the entire agreement between the parties on the subject matter hereof and supersedes all prior or contemporaneous agreements, negotiations, representations and proposals, written or oral between 1LI and Recipient. The Agreement may only be amended or supplemented by written agreement executed by each of the parties.
5.6 U.N. Convention Excluded.
The parties expressly exclude the United Nations convention on contracts for the international sale of goods.
5.7 English Language.
The parties declare that they have required that this agreement and all documents related hereto, either present or future, be drawn up in the English language only.
If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of this Agreement, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision of the Agreement shall be valid and enforceable to the full extent granted by law.
No delay or omission by a party to exercise any right or power it has under the Agreement or to object to the failure of any covenant of the other party to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the party waiving its rights.
All notices, requests, claims, demands and other communications pursuant to the Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service (with signature required), or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the addresses set forth above.
6.2 Date of Last Modification.
MetriLife (app) is owned and operated by 1-Life Inc. ("1LI"). 1LI is committed to protecting the privacy of users of the MetriLife app. All customer data collected through the MetriLife app is governed by this policy.
6.4 Collection, Use, and Disclosure of Information
"Personal Information" is personally identifiable information and can include your name, address, date of birth, phone number, e-mail address, and personal fitness details.
Personal Information is collected by the MetriLife app when you specifically and knowingly choose to provide it by entering it into the app. Personal information inputted into the MetriLife app can be accessed via the MetriLife app.
The MetriLife app collects, holds, and uses your personal information primarily for the purpose of providing you with the services that the app offers. These services may include providing digital journaling and well-being tracking functionality. The information collected is the minimum required to fulfill the purposes. The information 1LI holds may include journal logs/entries, well-being information, training information, injury information, sickness information, ailment information, quality of life information, messages, contact information, and analysis of other information held.
You can choose to send your account information to your authorized care providers, support team members, or organizations (e.g., your coach, or club). Your account information cannot be shared by anyone other than you. 1LI has no control over the use of your Personal Information if you share your account information with a care provider, support team member, or organization, and 1LI will not be liable for any collection, use or disclosure of your Personal Information by an authorized care provider, support team member, or organization.
We will use your email address to send you updates, reminders, and other information relating to your use of the MetriLife app. If you indicate that you are interested in receiving information from the MetriLife app, your Personal Information will be used to contact you or to send you materials via e-mail and other mailings.
Anonymous or "non-personal" information gathered by the app may be used for technical, research and analytical purposes. For example, your IP address may be used for analytical purposes.
The purpose of storing any Personal Information you may provide us with or that may be gathered when you visit the app or fill out any forms within the app, is to enable 1LI to maintain communication with you.
1LI will seek your consent, as required by applicable privacy legislation, prior to the collection, use and disclosure of the Personal Information. Subject to legal and contractual requirements, you can refuse to consent to our collection, use or disclosure of information about you. You may also withdraw your consent to any further collection, use or disclosure of information about you at any time by giving us reasonable notice. Your Personal Information will not be used for any other purpose without your consent.
To ensure that 1LI efficiently provides the services you have requested from us, 1LI may share your Personal Information with selected business partners who are acting on our behalf as suppliers or service providers. Such business partners are provided with only such information as is necessary. Personal Information provided to business partners may be used only for the purpose stipulated and is subject to strict terms of confidentiality. 1LI represents that it - and any third party that provides server computers that host the MetriLife app - is compliant with HIPAA, PHIPA, and PIPEDA, or is compliant with laws providing the same level of privacy protection.
"Health information" is defined by the applicable legislation, e.g., PHIPA, HIPAA. (See http://www.hipaa.com/hipaa-protected-health-information-what-does-phi-include/ for the definition of health information under HIPAA; see http://www.canlii.org/en/on/laws/stat/so-2004-c-3-sch-a/latest/so-2004-c-3-sch-a.html#sec4_smooth for the definition of health information under PHIPA). You consent to your health information and other Personal Information being released to and made available to 1LI and the MetriLife app, by yourself and/or by any other person who has access to it. You further consent to your health information and other Personal Information being released to and made available to 1LI's suppliers and service providers when 1LI deems such release is required in order to fulfill the purposes identified above. A list of what Personal Information is made available to 1LI’s suppliers, service providers, and subsidiaries is available upon request.
All MetriLife app users are required to abide by the applicable legislation (e.g., PHIPA or HIPAA). You acknowledge and consent to this.
1LI has procedures that govern the retention of both your Personal Information and other data. Your Personal Information will be retained when you are a customer or for a reasonable time thereafter, or as required by relevant statutory, regulatory or contractual requirements.
When you ask for your account to be closed, and 1LI is no longer required to retain your Personal Information, we will automatically anonymize your account data. You may also request that we close your account and securely delete your Personal Information.
The MetriLife app uses a browser feature called a "cookie" to maintain information about your current connection to the app. A cookie is a small text file that is placed on your hard disk. "Cookies" contain a unique identification number that identifies your browser, but not you, to our systems each time you visit our app. 1LI does not collect any Personal Information about you through cookies nor can a cookie carry damaging software such as malware.
There are two types of cookies in use with the MetriLife app which include:
Session based cookies – Only used for the length of time you are connected to the app and expire when you disconnect.
Persistent based cookies – Are more permanent in nature and can be re-used when you return to the app from the same computer.
When you send us an e-mail or when you ask us to respond to you by e-mail, 1LI collects your exact e‑mail address and any information you have included in the e-mail message.
1LI uses your e-mail address to provide the services offered by our app, acknowledge your comments and/or reply to your questions, and we will store your communication and our reply in case we correspond further.
Remember that e-mail sent over the Internet is generally unencrypted and transmitted in clear text. E-mails sent from the MetriLife app are subject to this same limitation. If you do not wish to have your account information shared with you, you may choose to “unsubscribe” from this feature by going to ‘Menu” > ‘Settings’ > ‘Reports.’ 1LI recommends that you use caution when forwarding free-format e-mail messages to us and that you do not include confidential information (such as unique user IDs, passwords or Personal Information) in those messages.
1LI will try to ensure that information about you is accurate, complete and up-to-date. You can also modify, change, or correct your information within the app by going to ‘Menu’ > Click ‘Your Name’.
You can also inform 1LI of any change to your information by contacting the Privacy Office.
1LI is committed to protecting your privacy. Security measures such as restricted access to offices and and the use of passwords and encryption have been adopted to protect your Personal Information against loss or theft, as well as unauthorized access, disclosure, copying, use or modification.
1LI takes commercially reasonable security measures to protect the confidentiality and security of your Personal Information. Data, including your Personal Information, is hosted on secure servers.
If you have any questions, concerns, complaints, or requests about the collection, use, correction, or disclosure of your Personal Information by 1LI, or if you simply want to know whether we have any of your Personal Information on file, you may contact our Privacy Office. Except in limited circumstances, as specifically provided by applicable privacy legislation, 1LI can tell you whether we hold Personal Information about you.
1LI will only refuse access to information about you in those circumstances permitted or required by applicable privacy legislation. If 1LI refuses access to you, it will provide you with the reasons for its refusal upon request. Exceptions may include information that contains references to other individuals, information that cannot be disclosed for legal, security or commercial proprietary reasons, and information that is subject to solicitor-client or litigation privilege. 1LI will respond to your requests for access in accordance with applicable privacy legislation.
Questions or Concerns
c/o 1-Life Inc.
1 Eleanor Dr. Ottawa, ON K2E 6A3
1LI has procedures in place to receive and respond to complaints or inquiries about its handling of Personal Information. The complaint procedures can be provided to anyone who makes inquiries or lodges complaints upon request.
Further information about 1LI’s privacy/security-related policies and procedures is available upon request.
If you are not satisfied with the response from our Privacy Office after making a complaint, you may have recourse to additional remedies under applicable privacy legislation (for example, Canadians can follow the instructions on how to file a privacy complaint available on the website of the Office of the Privacy Commissioner of Canada).